The Rise and Fall of Chaos
by Chaosweaver1986
Summary: A new threat approaches Equestria, unlike any it has ever seen before. A madpony has banished Princess Celestia and Princess Luna to a dark pit from which there is no escape, and he has proclaimed himself as Equestria's new ruler. Twilight Sparkle and her friends must deal with him at any cost, before it's too late and his takeover is complete.
1. Prologue

**Prologue: Origin**

"_Hello there little one. Know that I will be with you from now on. Our bond was sealed the moment you first drew breath, and so it shall remain until your last."_

The newborn unicorn cooed softly in his bassinet as the smiling faces of his parents looked down at him. His wide blue eyes sparkled in the light. If one looked closely enough, they could see just the slightest hint of laughter in them, as if someone had just told a great joke.

The nurse walked over to the parents. "Have you decided on a name yet?"

"Yes, his name is Scamp" said the mother lovingly.

Looking down at the baby, the nurse could see why they had chosen that name. He had the look of a real prankster, like he might one day be a great entertainer. She smiled as she thought of the bright future that lay ahead for the little unicorn.

"That'll do nicely" she said as she left to attend to the other newborns.

"_None of them yet know what you're capable of, my little star. Nor should they ever find out until you're ready. I will make you powerful, and together we shall do amazing things."_

The little colt hummed quietly to himself as he played with his toys. He was only 2 years old, but he could already perform amazing magical feats. His parents couldn't really explain it, as their magical talents weren't anything special, nor did they have any powerful family members to speak of. Yet, here was little baby Scamp, levitating blocks as if it was second nature to him.

"I swear, that kid's incredible. I've never seen anypony his age that could do that!" his father exclaimed proudly.

"Don't you think it's a bit odd though, dear?" his wife asked. "I mean, there's no reason for him to be that powerful. It just... scares me a little, that's all."

"Ahh you worry too much. I'm sure he's just got some kind of natural talent or something."

"What if... what if he grows up to be a freak? What if the other children will be afraid of him?"

Now the father began to look a little worried, having thought of his little baby boy being made fun of for being different. For being special. "Nah," he said, attempting to sound reassuring, "he'll be fine. I'm sure he'll have lots of friends to play with."

One of the blocks Scamp had been levitating through the air fell squarely on his head, causing him to cry. His mother rushed over and scooped him up in her arms, rocking him gently.

"Shh, it's OK baby. Shhh."

There was a flash of something in his eyes. It was there briefly, but his mother noticed it all the same. It looked like intense anger, and hatred. Just then, blocks began flying around the room as if being thrown by a child on a temper tantrum, yet there was no magical glow around any of them, so it couldn't possibly have been Scamp.

"_Could it_?" the mother thought to herself. "_No, that's crazy... simply crazy._**"**

"Wow, would you look at that." said the father. "That's umm, that's a bit scary. Scamp isn't doing that is he? I don't see his horn glowing."

The mother looked down at her child, unsure of what to think. That anger in his eyes, she was sure she had seen it. It was there for just a second, right before the blocks began flying.

"Weird." the mother said, a hint of fear in her voice. "Very weird."

"_You are very special, my dear. You should never allow yourself to be mistreated, ever. If anyone ever dares to strike you or harm you in any way, you must show them the error of their ways. Show them what fools they are, and make them pay!"_

Little Scamp roared viciously at the three colts who were making fun of him. How dare they? How dare they? Scamp had always known that he was special, he could feel it for as long as he could remember. He knew that he was better than all of his peers, that they were just jealous. Still, when they called him names like "freak" and "weirdo" it hurt, and made him angry.

"You take it back! Take it all back!" Scamp screamed at them.

They laughed once more. One of them spoke up and said, "And what are ya gonna do if we don't? Cry and run home to mommy?"

"Yeah, he's nothing but a little crybaby!" said another.

The 7 year old couldn't take it anymore, his anger was reaching the boiling point. His eyes began to change color, from blue to a strange shade of green, and his horn started to glow similarly. Objects from all over the playground began to fly in every direction. Three beams of light shot out from Scamp's horn, and into the three bully's heads. They were instantly frozen in place like statues, their eyes showing pure horror.

The teacher ran over to see what was going on, and noticed Scamp standing in front of three horrified colts. She hadn't the slightest clue what was going on, but she knew she had to put a stop to it.

"Scamp, that's enough! Stop what you're doing immediately!" she screamed, her voice shaky.

"No! They made fun of me! I told them to stop but they wouldn't listen!"

Suddenly, without any warning, everything that had been flying around dropped to the ground, and Scamp had passed out, tired from exerting himself. The three colts who had been making fun of him snapped out of their trance and ran screaming from the playground.

"Keep him away from me!" screamed one of them.

"He's a monster!" shouted another.

The third didn't say a word, nor did he ever speak again. Something had scared him so badly that it took his voice entirely.

"_Soon, my little one. Soon. I have given you so much power, and soon you will be ready to face them. Then you will have it all."_

Tonight was the night. Ever since that day on the playground 11 years ago, Scamp had prepared for this one moment. That day, he was made aware just how powerful he was. His cutie mark had appeared after he passed out. When he awoke, the school nurse was talking about it with his parents. They mentioned that his cutie mark was the symbol for "Chaos". He had asked what that word meant, but no one would tell him, and they never spoke of it again.

Once things had died down a little, he was allowed to go back to school. He spent most of his free time in the library reading about chaos and finding out why his parents wouldn't talk to him about it. Chaos was a very scary thing for a unicorn to embrace, for chaos magic was the most powerful, and perhaps the most evil form of magic there was.

He knew then what his destiny was. He was to become the ruler of Equestria, using his powerful chaos magic. Princess Celestia and Princess Luna could never hope to stand against him!

He had spent so much time preparing, so many nights in solitude practicing his spells. All that time he spent alone began to make him slightly deranged. He would mutter to himself all the time, and he had taken to calling himself a different name than the one his parents gave him. Goatroth, it was. He didn't know why, the name just had a nice ring to it. He had heard it in a dream one night and it just stuck.

Goatroth approached the royal palace silently.

"Good, the guards seem to have left their posts unguarded for a few minutes, now's my chance!" he muttered to himself.

He casually strode in to Celestia's throne room only to find it empty. Where had she gone? Somehow, he knew. She was wandering the palace halls. He began to search for her. He found her walking the halls with Luna at her side. The two were talking about something, whatever it was Goatroth didn't care, he was about to strike!

"Hello ladies!" he proclaimed loudly. "My name is Goatroth, and I've come to dispose of you and take my place as ruler of Equestria!"

Luna snapped around quickly, "Who are you and how did you get in here?" she snarled at him.

Celestia turned and stared in amazement at this bold unicorn before her. She had absolutely no reason to fear him, yet... there was something about him. She had sensed a dark power within him.

"Luna, be careful. Something isn't right with this pony."

Before either of them could speak further, Goatroth began to cast a spell directly at them. Celestia easily deflected it.

"_No, you fool! It's too soon!"_spoke a voice inside Goatroth's head.

"What? Huh? Who said that?" he said out loud.

"This pony's crazy!" Luna yelled.

"Hush Luna, and listen. He's responding to a voice we can't hear, a voice that's very real. Something is feeding him power, there's nothing we can do for him now but banish him."

"You don't mean...?"

"I'm afraid so. He's been possessed by a demon from the underworld. If we allow him to stay here his power will grow and he will be unstoppable! There's no other way."

Celestia was saddened to have to use this spell on one of her beloved subjects. She knew, though, that there really was no other way. If the princesses didn't act fast, the demon feeding him would give him a huge surge of power and he would be capable of destroying them both. Beams of brilliant white light shot out from Celestia and Luna's horns, meeting in mid-air.

Then, a completely different voice started to speak through Goatroth.

"_If you banish me now, I will be back. You cannot keep me from your realm indefinitely._**" **The voice was not of this world. It had a creepy, ethereal quality to it. "_Wait for my return. On that night you shall see blood spilled on the very stars themselves, and then you will pay!_**"**

The princesses directed the powerful spell at the evil creature. A blinding flash of white light filled the entire hallway. When it faded, the possessed pony had vanished completely.

"Do you really think he'll come back?" Luna asked her sister.

"I hope not, little sis... I truly hope not."


	2. Chapter 1

**Chapter 1: The Return**

"_Many years we have spent imprisoned in this hell. Now it is our time to rise up and claim what is rightfully ours. Are you ready?" "Yes, I'm ready." "Good. There is no turning back now."_

It was a quiet night in Ponyville. Not a single sound could be heard aside from the quiet chirping of crickets. Everypony was snug in their beds, unaware of the powerful evil that would soon invade their happy little town.

Well, almost everypony. Up in the palace, Princess Celestia was awake and pacing, a strange feeling of dread filling every fiber of her being. There was a certain tension in the air. As to why, she was unsure. She stopped pacing and looked out the window, staring at the stars. She couldn't quite place it, but something seemed a bit off. Were the stars glowing red?

"No, that's just silly" she said to herself.

"Really now? I don't think it's very silly at all, my dear" said a mysterious voice.

Celestia gasped and began looking around the room. "Who's there? I demand you to show yourself!" There was the slightest hint of fear in her voice.

"Aww I'm crushed, princess! I thought after all these years you would still remember my voice. No love for former subjects, hmm? I see how it is..."

"No, I do know that voice... but it can't be... Goatroth?"

In a flash of brilliant green light, a shape suddenly appeared before Celestia. It looked like a pony, but he had the head of a goat. His face was twisted into an evil grin. Celestia stared in disbelief at the pony that now stood before her. How could he have come back? It wasn't possible. No one escapes from the underworld!

"It's me, princess. I told you when you banished me that I would be back. Let me guess, you didn't believe me? Pity. I always keep my promises."

"Yes, I remember." Celestia continued, shakily "you said 'wait for my return, on that night you shall see blood spilled on the very stars themselves, and then...'"

"And then you will pay for what you have done to me!" Goatroth said, interrupting the princess.

Goatroth reared his head back, and two points of green energy appeared on his horns. They began to snake out, approaching Celestia. Before they could hit her, however, a streak of lightning flew between them, causing his evil magic to disperse. Goatroth snapped his head around and looked at the source of the magic. His smile widened when he saw who had cast it.

"Princess Luna! So good to see you! I'm glad you could join our little party" said the demented pony.

"Goatroth," sneered Luna, "how did you escape your imprisonment? Our spell should have held you there indefinitely!" She then added "and what happened to your head?"

"Be careful sister," warned Celestia, "he seems different somehow. His power... I've never seen anything like it. It feels like pure evil."

"Oh you don't know the half of it. Look, I'm starting to get bored, so I think I'll just go ahead and..."

Before Goatroth could continue, the two sisters started to cast the very same spell that locked him away in the underworld all those years ago. Beams of brilliant white light shot out of their horns and met each other in mid-air. Goatroth looked on and yawned. As the combined point of light began to make its way towards him, a wicked smirk appeared on his face. The magical spell hit him with enough force to shake the entire palace right down to the very foundation, and with a light so blinding that almost nothing else was visible for a few brief moments. When the light faded and the shaking stopped, Goatroth was left standing there, completely unfazed. The princesses gasped in horror.

"My turn."

"Luna, run!" Celestia shouted at her sister.

They both immediately turned and ran away from the demented pony. Celestia knew the only way to stop him now was to use the Elements of Harmony, but she wasn't sure she could get to Twilight and her friends in time to warn them.

Goatroth's voice spoke inside their heads, "Where do you think you're going?"

In an instant, the princesses vanished and reappeared directly in front of Goatroth.

"How very rude of you. You didn't let me have my turn. Your insolence must be punished!"

Before they had a chance to react, Goatroth shot two beams of green light at the shocked sisters. They froze in place, looks of absolute horror on their faces. Goatroth snorted and walked over to them casually.

"Not so high and mighty now, are we?" he said with a chuckle. "Oh how I've waited for this day! Not only do I get to send you to the very same hell you banished me to and take over your entire kingdom, I also get to torture your fragile little minds at the same time!"

It wasn't entirely clear whether they could hear him or not. They were both absorbed in whatever horrible images their minds were being subjected to.

"Hmm yes well, I'd love to stay and chat, but I do have a kingdom to run! Have fun in the underworld, ladies."

Green wisps snaked out of Goatroth's horns towards the princesses. They expanded to form into two huge blobs of green energy, and enveloped the princesses entirely. After a few seconds they completely vanished, not a single trace remaining.

Goatroth let out an amused chuckle and made his way to Celestia's former throne room.

Goatroth sat down on what should now rightfully be called his throne and pondered what to do next. His dark dream had finally been realized. He had cast down Princess Celestia and Princess Luna, banished them to the same hell they had banished him to ages ago, and took over as the ruler of Equestria. Where to go from here?

"I know, I shall make an announcement, proclaiming my rule!"

Using his dark magic, Goatroth tapped into the minds of every single pony in Equestria, forcing them to wake up or to stop what they were doing and pay attention.

"Greetings, citizens of Equestria! This is your new lord and ruler Goatroth speaking. Princesses Celestia and Luna have had an... accident, and as such are no longer capable of ruling this fair land. Out of the goodness of my heart, I have agreed to take over in their stead! From now on you will all swear your allegiance to me... or die."

Twilight Sparkle couldn't believe what she was hearing. What happened to the princesses? Who was this guy? Did he just threaten everypony with death? All she knew was that she had to act fast if she was going to get to the bottom of this. She made her way outside to look for her friends, only to find they were already on their way to her house.

"Twi, what in the world is goin' on here?" asked Applejack.

"I don't know, but..." started Twilight, but before she could continue Goatroth spoke again.

"Oh and one more thing. As of today, I am officially striking ALL of Equestria's laws from the books! The only law from now on is that you must obey my every whim, or suffer the... consequences. Punishment will be at my discretion! Have a nice day!"

The six friends gasped in unison.

"What are we gonna do?" said Rainbow Dash. "We can't just let this creep take over like that!"

"Girls, I have an idea." Twilight said with a smile as she walked back in to her house.

Her friends followed, a little confused but interested in what Twilight had to say.

"After we beat Discord," Twilight began as she was digging through a pile of books, "Princess Celestia decided it would be best to keep these here with me, just in case. Keeping them in the palace was just too obvious, and no one would ever think to find them here!"

"Darling, what in the world are you going on about?" asked a flustered Rarity.

"These!" shouted Twilight as she opened one of her books to reveal the Elements of Harmony neatly tucked away within.

Pinkie began bouncing around. "Ooooh does this mean we're gonna go on another adventure? I love adventures!"

"Uhm, well Pinkie... if you call hopping on the next train to Canterlot to stop an evil maniac from taking over Equestria an adventure... then yes. Yes, we're going on an adventure." Twilight said with an audible sigh.

"Well," began Applejack, "what're we waitin' for? Let's high-tail it over there and give this pony what's comin' to him!"

"Yeah!" the others exclaimed.

Then Fluttershy added "maybe..." while looking at the floor.

"Come on, there's no time to waste!" shouted a determined Twilight as she ran out the door.

The others followed, trailed slowly by a hesitant Fluttershy. When they all got outside, they slammed into Twilight, who was standing still. Applejack was about to ask her friend why she stopped, but after taking one look at Ponyville she knew why. The scene that greeted the six heroic ponies was pure chaos in motion. Much of the town had sunken down as if the entire ground just collapsed from underneath it. What wasn't sunk was filled with ponies running about, desperately trying to get away from their own shadows it seemed. Fires raged all over the town, entire buildings were reduced to rubble then re-built by invisible forces over and over again, and the sky was blood red.

"This... complicates things a little" said Twilight as she stared at the chaos before her.

"Oh, well, it looks like we can't get to Canterlot, so I guess we can just go back inside and..." Fluttershy began before Rainbow interrupted her "Oh come on Fluttershy, you can't bail on us now! Stop being such a chicken and let's go!"

"Hey now, there's no need to be talkin' like that, she's just a little nervous!" shouted Applejack. The two girls met face to face and began staring angrily at each other.

"Girls, that's enough!" Twilight said as she pushed the two apart. "Don't you see what's happening? This Goatroth guy is causing the entire town to go crazy, and it's starting to affect us too! We have to remain calm and focused or we'll never beat him!"

"Shoot, you're right Twilight. I'm sorry Rainbow."

"Me too... and I'm sorry for getting mad at you Fluttershy. Twilight's right, we need to stick together. But... how in the heck are we gonna get past all this anyway?"

"Well..." began Twilight, "I've been working on perfecting my teleportation spell a little. I'm not certain but I should be able to get all of us as far as the Canterlot gates."

With that, Twilight began focusing all of her magical powers, creating a bubble around herself and the others. Within a minute, they had vanished, and reappeared directly inside Canterlot's gates. Twilight nearly collapsed with exhaustion after pulling off such a huge feat, but Applejack caught her before she hit the ground. Canterlot seemed a bit better off than Ponyville, but not by much. The ground hadn't caved in and nothing was on fire, but there wasn't a single pony in sight. The girls were noticeably shaken by how quiet it was, given the horrors of the scene they had just left. They composed themselves and quickly ran towards the palace gates.

"We made it!" gasped Twilight, between breaths. "Now let's get in there and..."

She was interrupted by the royal guards. They pushed her back with force, almost making her slam right into her friends.

"Halt! No one gets in to see Lord Goatroth without a prior written invitation!" said one of the guards.

Just then, the sound of thunder pierced the sky, and a voice spoke.

"Let them in. I'm sure they won't cause any trouble for me. They should know by now what will happen if they do." boomed the voice of Goatroth, seemingly from the heavens themselves.

The girls walked in to the palace, unsure of what they would find within. They were greeted by a luxurious red carpet, extending all the way into the throne room. Guards were lined up on both sides of the carpet, standing at attention.

"Please, do come in. My guards won't harm you, I promise."

Somehow, his voice wasn't too reassuring. The girls pressed on regardless. When they reached the throne room, the pony they saw sitting in the princess' throne was a shocking sight. He had the body of a pony, but the head of a goat. His fur was as black as night. He had a cutie mark that was glowing red, much like his eyes. None of the girls could recognize what the mark was, except for Twilight. His mouth was twisted into a wicked grin that sent chills up each of the girls' spines. He seemed to have a faint aura around him, a sort of hazy green glow, nearly invisible to the naked eye.

"Welcome to my palace, my beloved subjects! What can I do for you on this fine day? Oh, and do make it quick. Time is fleeting." Goatroth's voice had an almost ethereal quality to it, as if he wasn't quite from this world. He stared at the necklaces the ponies were wearing, and the crown on Twilight's head. He instantly recognized what they were, and realized why they had come here.

"What have you done with Celestia? And Luna?" demanded Twilight.

"Well now, aren't you the rude one. I graciously invite you into my home and this is how you repay my hospitality? Such manners..."

"Cut the crap Goatroth! Tell us what you've done to the princesses right now!" screamed Rainbow.

"Fine. If that's how it's going to be..." said Goatroth, rising from the throne. "Then I guess we'll just have to skip the pleasantries."

He sauntered over to the girls, keeping his eyes fixed on the Elements as he did.

"I have sent your beloved princesses to the very same prison they banished me to, over a thousand years ago. They will remain there and rot for all of eternity. You'd better get used to having me as a ruler my dear ponies, I don't plan on going anywhere. Of course, if you're not satisfied with this, I could always send you to stay with them..."

"You're not sending us anywhere, Goatroth," Twilight calmly explained, "because we have the Elements of Harmony!"

"Gasp! Oh no, what ever will I do? The Elements of Harmony! How will I ever measure up to their immense power?" Goatroth said in a mocking tone. "Please. I am the embodiment of Chaos itself. Your mistake, young ones, is that you're comparing me to your previous foes. Oh yes, I know all about them. You faced Princess Luna, or Nightmare Moon as she preferred to be called, when she had slightly more power than she does now. You also faced a being known as Discord."

He inched closer to the girls and began speaking in hushed tones.

"Can I let you in on a little secret? Discord was nothing but a flim-flam artist. He was a madman who had been driven to insanity by the pure Chaos he tapped into. His 'powers' were nothing more than mere parlor tricks and illusions."

His voice started rising.

"You faced a has-been princess that was locked away inside a rock for a thousand years and a circus clown. I am none of these things! What you see before you is not a puppet of Chaos... _**I AM CHAOS!**_**"**

As he shouted the last word, the entire palace shook, as if the walls themselves were frightened by the intensity of his voice.

"If you think your precious little Elements of Harmony can even come close to matching my power then by all means, give it your best shot! But I warn you, if you try and inevitably fail, I will not hesitate to break you apart from within, piece by piece!"

Surprisingly enough, it was Fluttershy who spoke first.

"That's it, you're going down!"

The other girls looked in shock at Fluttershy. They hadn't expected her to act so bravely, especially after Goatroth's frightening tirade. They quickly turned their gaze towards the demented chaotic pony and stared at him with determination.

"Alright, this is it!" shouted Twilight as she sparked the Elements to life.

The girls began to rise up, their necklaces glowing with pure magical energy. Each necklace began shooting bursts of magic at Goatroth, hitting him directly. He seemed completely unfazed. Twilight's eyes began glowing as she pushed all of her magic into her crown. A huge wave shot out at Goatroth, enveloping him entirely.

"Oh ow, oh no, it hurts so much! Please stop!" shouted Goatroth.

A blinding flash filled the room. When it faded, Goatroth was left standing, staring at the girls with a deadpan expression. He began to laugh, very quietly at first, but within seconds his laughter had reached nearly deafening volumes.

It was the only sound that could be heard for miles.


	3. Chapter 2

**Chapter 2: The First to Fall**

"_Be careful now, that nearly drained our reserves." "You worry too much." "And you are far too rash for your own good sometimes. We can't let them hit us again, it would mean our doom!" "I have it all under control..."_

The sound of laughter could be heard echoing for miles. Anyone hearing it might have thought there was some kind of party or celebration taking place in Canterlot, but if they took the time to listen closer they would realize that the laughter had a sinister sound to it. It was the cruel, cackling laughter of a madman that has found twisted delight in someone else's misfortune. Even stranger still, the laughter was coming from a pony with the head of a goat and a cutie mark to make even Discord himself blush.

"Oh my dear ponies," Goatroth managed to choke out between laughs, "I haven't had this much fun in such a long time!" He sat down on his new throne and took a few deep breaths. "There, that's better. Honestly, you all got me so worked up with your horrible failure that I nearly died from the laughter!" He took a moment to think. "Just kidding. Don't get any ideas."

Twilight looked in disbelief at the evil pony that was somehow **_still there_ **despite her best efforts to banish him. "How? I don't understand! We used the Elements of Harmony to their full potential but nothing happened!"

"Your arrogance is nothing short of amazing, my dear Twilight. I've already told you, those 'elements' are useless against my power. There is one bit of good news, however. I have decided, out of the goodness of my heart, to give you one last chance to begone from my sight. Now be a good little girl and shove off before I decide to do something nasty. I won't give you another chance."

The others looked at Twilight with shocked expressions. They all knew that the Elements of Harmony could never be beaten, so why had they failed? Was it somehow her fault? Maybe theirs? Surely this pony couldn't be so powerful as to negate them outright, could he? Whatever the answer might have been, they sure as hell weren't going to ask. Twilight had a look of pure determination and anger on her face. The other ponies knew that she was getting ready for another assault, and the last thing any of them should do at this point was distract her.

"Come on girls, let's hit him again! We can beat him!"

"Yeah!" they all chimed in unison.

"You're seriously going to try again?" sighed an exasperated Goatroth. "Fine, since you seem so intent on challenging me, then I suppose the least I can do is attempt to fight back this time."

With that, he reared his head back and two green wisps shot out of his horns. They snaked towards the girls, dividing into six separate beams of green light. Each one disappeared into the heads of the girls, freezing them in place. To the outside world, they might have appeared as statues. None of them appeared to be breathing at this point as they were all fighting a secret battle within their own minds.

Goatroth sat back in his throne and relaxed a little.

"Now the real fun begins."

Rainbow Dash awoke with a scream, her mane drenched with sweat. She looked around and realized she was sitting atop a cloud. Had the whole thing been nothing more than a dream?

Before she had a chance to ponder that thought, the sound of explosions and screams pierced through the air, nearly making her fall off her cloud. She peeked over the side and couldn't believe what she saw. Ponies from all over Equestria were fighting against each other! She immediately thought of her friends being caught up in the fighting and set out to find them. If anything happened to them, she wouldn't be able to forgive herself!

She zipped through the skies, dodging all sorts of magical spells, huge boulders, and other potentially fatal forms of ammunition, desperately looking for the smallest sign of one of her friends. Finally she thought she spotted one of them. It was Fluttershy! She seemed... different somehow. Rainbow had never seen such a fierce look of pure raw anger on the shy pony's face before. She seemed possessed! Rocks were flying left and right, seemingly propelled by the very hatred in Fluttershy's eyes as she threw them.

"Fluttershy, what are you doing?" screamed a confused Rainbow. "What's all this fighting about anyway?"

"Back off! Don't come any closer!" snarled Fluttershy.

"What's gotten into you?" Rainbow flew in close to her friend and grabbed her by the shoulders. "You're acting crazy!"

Fluttershy shoved Rainbow away, looking at her with pure hatred.

"I said _**back off**_!" screamed a crazed Fluttershy as she pulled out a bazooka, of all things, and aimed squarely at Rainbow Dash.

"Whoa whoa whoa," started Rainbow, "watch where you're pointing that thing, will ya?"

Fluttershy shot a rocket directly at her, giving her very little time to react. She dodged it just in time as it whizzed by her head. It slammed into a building off the distance, and Rainbow could've sworn she heard the cries of at least a dozen ponies as their lives were tragically cut short.

"Yesssss! A direct hit!"

Rainbow Dash looked in disbelief at what was going on. She had just witnessed the kindest, most gentlest pony in all of Equestria gloating over the fact that she had just murdered a bunch of innocent ponies. This couldn't be happening, it shouldn't be happening! Worst of all, she knew that had the rocket not missed her, Fluttershy would now be gloating similarly over her own death. She shook her head, trying desperately to get the image out of her mind.

"I gotta get out of here, there's gotta be somepony that knows what's going on. Hopefully they haven't all gone insane."

Before Fluttershy could reload the bazooka to take another shot, Rainbow took off at lightning speed in hopes of finding another one of her friends. It wasn't too long before she spotted two unicorns that looked very familiar. One of them was purple, the other white. Both of them were using their magic to kill scores of earth ponies, the look of pure homicidal glee on their faces.

"It's everypony for herself!" cried an obviously deranged Rarity. "Don't forget Twilight Sparkle, once we're done with these distractions it's you and me!"

"Oh I haven't forgotten, not at all!" screamed Twilight as she reduced another ten earth pony soldiers to dust with a tiny zap from her horn.

Rainbow Dash couldn't believe it! Another two of her friends, happily killing people, and even threatening one another! At the very least, she expected to be able to talk to Twilight about what was going on, maybe even getting some kind of explanation. Instead, here she is willingly participating in what could only be called mass slaughter! It was too much for her to take!

"What's going on?" she screamed at the top of her lungs.

Instantly, the two unicorns turned to the confused pegasus and stared with wide eyes. They then looked at each other, shooting each other agreeing glances. Their horns started to glow with magical energy as they were getting ready to zap Rainbow Dash into oblivion.

She gasped at her two friends in disbelief. First Fluttershy, and now them? She didn't even give them the chance to charge their horns to full power. She shot past them, momentarily confusing them and giving her a chance to escape.

"This is crazy!" Rainbow commented out loud as she flew towards the town. "There's got to be at least one pony that hasn't gone completely insane!"

She found Pinkie Pie outside of Sugarcube Corner, happily jumping around and singing about a party. She knew how easy it was for the pink pony to snap, remembering back to the day of her birthday party and how she found her talking to a sack of flour and a pile of rocks, among other things. Still, she had to try. She landed next to her and was immediately knocked over by the excited pink pony.

"Dashie, you're here!" gasped Pinkie as she looked down at Rainbow.

"Uhh, yep, I'm here."

"I was afraid you weren't going to make it to the party! Come inside, we have cakes and pies and balloons and music and candy and..."

"Alright alright, I get it!"

"So you wanna join the party?" asked a hopeful Pinkie.

"Yes, fine, I'll join the party. But Pinkie, there's something I really need to..."

"Yay!" Pinkie shouted enthusiastically. "Let's go inside!"

Rainbow reluctantly walked into the bakery, having temporarily given up trying to ask Pinkie if she knew what was going on. As she walked in, she immediately knew something was wrong. For one thing, all the lights were off. For another, there was a strange smell in the air. It was the stench of rotten meat. She quickly turned around and was about to leave when the door slammed and the lights turned on. Pinkie was standing at the door with a bloodied meat cleaver in her mouth.

"And just wheeeeeere do you think you're going?"

"Uhh, nowhere, nowhere at all." Rainbow said, looking very nervous.

"Good, we wouldn't want to ruin the surprise, now would we?"

"Surprise? What surprise?" Rainbow was feeling very uncertain at this point.

"Why, the surprise ingredient in my next cake, silly!"

With a shaky voice, Rainbow said "W...what's the surprise ingredient?"

By this point, Pinkie had cornered her in the back of the room. Rainbow wasn't even aware that she had been slowly backing away from the psychotic pony until her back hit the wall.

"You!" screamed Pinkie as she threw the cleaver at Rainbow's head.

Rainbow narrowly ducked out of the way as the cleaver hit the wall behind her. It was only then that she realized she was standing in a huge puddle of blood. Around her were the hacked up bodies of at least twenty ponies. Pinkie was baking them into the cakes! Rainbow screamed and flew past the deranged pink pony, bursting through the door. She quickly took off in the direction of Applejack's apple farm.

"If anyone's going to be calm and level-headed, it's Applejack." thought the bewildered pegasus pony. "At least, I hope."

She could feel her sanity slowly melting away. The images of her best friends turning on her were hard to shake from her mind. Rainbow Dash, the Element of Loyalty... being betrayed by the friends she's known and loved for years. The mere thought of it was almost enough to bring a tear to her eye. She resisted, however. She was too tough for that, right? Right? Before she could answer her own question, she spotted Applejack's apple farm in the distance.

"Finally, maybe now I can get some answers!" she spoke aloud to herself.

She swooped down and landed in front of the barn. Images of the party they threw for Pinkie Pie started swirling through her head. Everyone was so happy back then, so cheerful. Well, ok, Pinkie Pie wasn't exactly cheerful at first. More like, menacingly pissed off. But she came around.

Rainbow walked inside the barn and started calling out for Applejack. She was met with a small grunt as Applejack pulled herself up from a bed made out of hay.

"Hey there sugarcube, what brings you here?" spoke a groggy Applejack.

"Oh thank Celestia! Finally, somepony who hasn't gone completely insane!"

Hope started to fill the darkened corners of Rainbow Dash's mind. Maybe there was still some way to fix all of this. Maybe, with Applejack's help, they could get the other ponies to come around, to stop their meaningless bloodshed, and to put a stop to the war with the Elements of Harmony!

Before Applejack could ask her friend what she meant, a strange green cloud enveloped her head. Her eyes started to stare off into the distance, it was as if she was in a trance. Rainbow had no idea what the cloud was or what it was doing to her friend, but she somehow knew it was bad. Very bad. She tried frantically to shoo it away, but no matter what she did, it clung to Applejack like a thick morning fog clinging to the ground on a spring day.

After what seemed like an eternity, she spoke. "If'n you know what's good fer ya, you'll get out of my barn and off my farm, **_right now_**."

"You can't be serious" grumbled Rainbow.

The cloud had disappeared, and with it went Rainbow's memory of it even existing in the first place. All she could focus on was the fact that the last pony she thought she could depend on had now turned on her, just like all the rest. She had been able to control herself pretty well up to this point. Sure, she had a reputation for being a hothead, but she just didn't want to hurt her friends, and it was the only thing keeping her from fighting back. She just couldn't take it anymore!

"Fine, you want to fight, then let's fight!" she growled at her once best friend.

Applejack reached behind a bale of hay and produced a shotgun.

"Crap."

Rainbow quickly took off and started heading towards the Everfree Forest. There was no way she could contend with a gun. She was fast, but not that fast! Applejack chased her all the way off the property and quickly rolled out of the way as a stray rocket flew straight into the barn she had just left. Fluttershy's mad laughter could be heard echoing in the distance.

Rainbow landed in a remote part of the forest, far far away from the insanity of Ponyville and all of her friends that wanted to kill her. She was seething with anger. How could they do this to her? How could her best friends suddenly turn on her without so much as the tiniest reason? Soon, her anger turned to sadness. She struggled to hold back the tears as she remembered all the good times she had with her friends. How they came to cheer for her during the Best Young Flyer competition. How she saved Rarity's life that day and created an awesome sonic rainboom. How proud all of her friends were. How they had cared for her enough to put on a huge masquerade, acting like a superhero to attempt to stop her from becoming lost in her own arrogance.

It was all too much to take. She had always been there for her friends, and now they were all intent on killing her and each other. Her eyes were burning as she tried to keep the tears from flowing. How could they do this to her after all they had been through together? After all she had done for them? She couldn't hold back anymore, and the tears began to roll down her cheeks. She could feel the last frayed bits of her sanity wash away more and more with each tear. If her friends wanted her dead, then why should she care? Why should she remain loyal to a bunch of murdering cutthroats? She had reached the point of no return, she had finally snapped.

"They want to kill me? Kill me? I'll tear them limb from limb!" shrieked Rainbow Dash, her eyes filled with a murderous rage.

And thus, the Element of Loyalty was shattered.

Goatroth smiled as he felt the loyalty oozing out of Rainbow Dash. Better yet, she was intent on killing all of her friends. It was more than he could have ever hoped for! There was still so much work to be done, so much work. After all, it wouldn't take much for them to stop her if they still had all of their faculties, now would it?

"One down, five to go."


	4. Chapter 3

**Chapter 3 – The Magic Ends**

"_Keep it up, my child. We are so close now. So very close." "They never had a chance." "You're letting your ego get the better of you again. They nearly destroyed us."_

Goatroth sighed heavily, overcome with boredom. Sure it was fun peering into the minds of his six victims, seeing what sort of horrible things his corruption was doing to them, but he needed more.

"Ah... I have just the thing. Time to go terrorize my loyal subjects some more!"

With that, he stood up from his throne and made his way out to Canterlot.

"Twilight... uhh, Twilight?"

"Huh? Spike?"

"Jeez Twilight, you spend so long studying sometimes that you forget the outside world even exists!"

Twilight looked around. She was sure she was just in the palace at Canterlot... could it have been a daydream?

"_How could I have been so careless?"_she thought. "_I should have been studying, but instead I allowed my mind to wander!"_

She stared at the book in front of her. The words seemed like incomprehensible gibberish. She rubbed her eyes with her hooves, but the words didn't become any clearer.

"_No wonder I started to daydream, I've been at this for so long that I can't even read anymore! Spike was right, maybe I do spend far too much time studying._**"**

"Sorry Spike. I guess I got a little carried away with my studies. Did you need something?"

"You said you were gonna test some more of your spells today" said Spike, looking somewhat sad.

"_Oh that Spike, he probably just wants me to give him another mustache or something._**"**

Twilight smiled and stood up, stretching her legs and yawning. "Alright Spike, let's get started."

Spike smiled and excitedly trotted over to Twilight, clipboard in hand.

"Ok let's see... ah! The first spell is mustache conjuring!"

Twilight rolled her eyes, "Really? Again? I thought you gave up on trying to impress Rarity the last time it failed."

"Well it can't hurt to try again. Oh and this time, make it a 'dashing hero' type mustache, one that just screams 'I'm here to save the damsel in distress!'"

Twilight sighed loudly, "Fine, one dashing hero mustache coming right up..."

Twilight concentrated, a small purple light appearing on her horn. Within seconds, a small tuft of hair appeared above Spike's lip. Then it began to grow.

"Uhh, Twilight? It's a bit too long."

The mustache kept growing, even though Twilight had stopped casting her spell.

"Twilight?"

"I... I don't know what's going on! I already stopped trying to make it grow, it shouldn't be doing this!"

The mustache continued to grow, and soon it had reached the other side of the room. Twilight started to concentrate again, desperate to stop the growth before the room filled up with hair. The mustache immediately burst into flames.

"Oh my gosh, that wasn't supposed to happen!" Twilight exclaimed as she tried once more to set things right.

The mustache finally disappeared, but the fire had remained.

"_I know dragons are mostly fireproof, but he's still just a baby dragon, and this fire was made with magic, I can't take any chances!_**" **she thought.

Twilight quickly conjured a small downpour of water directly onto Spike's face, putting the fire out, but the damage had been done.

"Will he be ok, doc?" Twilight asked nervously.

"Yes, he'll be fine. He's just suffered a few minor burns. He's quite lucky you managed to put the fire out when you did, it could have been much worse."

Spike walked out of the doctor's exam room, licking at a sucker the doctor gave him.

"Spike! I'm so sorry, I didn't mean for..." began Twilight, before Spike interrupted.

"Aww it's ok, Twilight. I know it was an accident. But, maybe you should lay off the magic for a while until you figure out what went wrong?"

"Yeah, maybe you're right." Twilight said with a sigh.

Twilight was on her way home when she caught a glimpse of Rainbow Dash pulling off another one of her daredevil stunts. She was expertly maneuvering through the clouds, not hitting a single one, while performing numerous loop-de-loops and barrel rolls. Twilight stopped to watch, impressed by her friend's agility and speed. Rainbow saw she was being watched, and tried to go faster.

"Gotta show off my moves!" she said to herself.

She sped up faster and faster, until she was just a blur. Then, she suddenly lost control and began spinning wildly towards the ground, as Twilight watched in horror. Thankfully, she was able to regain control just in time and brought herself to a complete stop.

"Rainbow, you really need to stop showing off like that, you could get hurt!" Twilight shouted as she ran up to her friend.

"Aww don't worry, I know what I'm doing!" Rainbow said boastfully. "Just watch this!"

She set off again, this time going much faster than before. She was doing fairly well, until she lost control yet again and began hurtling towards Twilight's house!

"Oh no! I know I said I shouldn't use my magic, but it doesn't look like she can stop herself this time!" Twilight said out loud.

Twilight began to cast a spell to slow Rainbow Dash down so she could recover, but instead she started to speed up! Twilight panicked as she watched her friend falling at increasingly faster speeds towards her house, feeling helpless and confused.

"_My spell should be slowing Rainbow down, not speeding her up!_**" **she thought.

She finally gained enough control over herself to be able to cast the proper spell, and Rainbow slowed to a crawl, giving her enough time to stop herself safely. She immediately rushed toward Twilight, a look of sheer anger on her face.

"What in the world was THAT about, Twilight? You could've killed me!" she screamed angrily.

"I'm sorry! My magic hasn't been working right today, I don't know why. Just before I nearly burnt Spike's face while working on my conjuring spells, and now this... I just don't know what's going on!" said Twilight, her voice rife with frustration.

Rainbow began to calm down slightly. "Look, I know you were just trying to help, and you did manage to slow me down, and without your help I probably would've been toast... but you REALLY need to get that magic of yours under control! Who knows what could happen next?"

"I know," Twilight said with a sigh, "but maybe I'm just having an off day. I mean, I _was_able to get control eventually, right? I'm sure that's all it is."

"If you say so, but I don't wanna have to say 'I told you so' when you finally do end up hurting someone." said a still somewhat angry Rainbow.

Back in her house, Twilight was going out of her mind trying to figure out what was wrong with her. Then, a thought occurred to her. Before she conjured that mustache for Spike, she had just the quickest flash of...

"_No, that's silly!_**" **she thought, "_Isn't it? I didn't mean for him to get hurt, but..._**"**

And then, she remembered she had a thought of Rainbow hitting her house so fast that the entire place came crashing down, just before she cast the spell to slow her down. The thoughts didn't feel like her own, they felt alien, like someone had placed them in her mind. Yet, they had a real effect on her all the same.

"What's happening to me?" she said to herself quietly.

"_What if... what if these thoughts are coming from my subconscious mind? What if they're my deepest repressed thoughts?_**"**

The thought chilled Twilight to the very bone. She could accept a lot of things about herself, but a repressed murderous desire? That was stretching it. Still, there was that small bit of doubt eating at her, and it was enough to keep her worried. Before she could think on it further, there was a knock at the door. She really didn't want any guests, but nevertheless she got up and walked to the door to see who it was.

She opened the door to find Rarity standing there, a smile on her face. "Oh, come in Rarity." Twilight said glumly.

"What's the matter dear? You seem a bit down today." said a concerned Rarity.

"I'd rather not talk about it." answered Twilight. "So, what brings you here?"

"Oh, well, nothing much. I was just hoping you could do a teensy little favor for me."

"What kind of favor?" Twilight asked, her brow raised slightly.

"Well... do you remember those fabulous wings you made for me? I'm going to have a certain special guest over at my place tonight and I want to impress them..."

"With wings? Why wings?" asked a confused Twilight.

"Best if you don't ask."

"Right... well I'm afraid it's out of the question."

Rarity started to pout a little. "Why?"

"Today's not a good day for me to be using magic."

"What happened?" Rarity asked, looking concerned.

Twilight sighed. "I nearly set Spike on fire, and I almost made Rainbow Dash crash into my house at terminal velocity. I just don't know what my magic will do if I use it again, especially on such a complicated spell."

"Oh you worry too much, darling. Just give it a try, I'm sure nothing will go wrong!" Rarity said reassuringly.

"No! I don't want to hurt anyone else today, and that's that!"

Rarity began to pout again. "Please? I promise, I'll make it up to you!"

Twilight gave an exasperated sigh. "Fine! But don't say I didn't warn you."

Twilight began to focus her magic, trying desperately to stave off whatever negative thoughts might seep in. Just before she was ready to cast the spell, she had slightest flash of... something. She wasn't quite sure, but...

"_Oh no, no, no! I have to stop!_**" **she was in a panic over what she thought she saw. No matter how hard she tried, she couldn't stop.

Rarity began to rise, surrounded by Twilight's magic. Twilight was still struggling desperately to stop the spell but she couldn't. It was as if some foreign, yet strangely familiar source was controlling her. She was sure of it now, it was her own subconscious mind. She'd felt this before, when she was a young filly, and Rainbow Dash's sonic rainboom made her explode with magical power. Her eyes began to glow.

The entire house was shaking violently, and Rarity was beginning to get a little nervous.

"Ah, Twilight... you can stop now. I don't think it's going to work. T..Twilight?"

Rarity was suddenly thrown with extreme force directly into the wall behind her. There was a sickening audible crack as her head hit the wall. Her body fell into a crumpled heap on the floor.

Twilight finally regained control of herself, but it was already far too late. She ran over to Rarity, fearing the worst.

"Rarity? Are you alright?" she asked, tears beginning to fill her eyes. "Rarity please, say something!"

She nudged at her friend's body with her nose. There was no response. Twilight waited for any sign of life, any at all. Then she noticed that Rarity had stopped breathing, and blood was beginning to pour out of her head.

Twilight Sparkle's mind reeled as she thought about what just happened. She had just killed one of her best friends. She didn't mean to, or did she? She wasn't even sure anymore. All she knew was that one of her best friends was now lying on her floor, dead, all because of her magic going out of control.

Her rational mind started to take over, and she knew she had to do something. If anyone found out what had just happened, she would be labeled a murderer. She couldn't let that happen! She picked up Rarity's lifeless body and carried it down to the basement, sobbing uncontrollably the entire way.

She brought Rarity's body over to a secluded corner, and began digging a grave with her horn.

"_This could go so much faster with my magic... no. No. I will NEVER use magic again!_**"**

With the hole finally dug, she threw Rarity's body into it, and buried her.

"_Yes... no one will ever know. No one will ever find her here..._**"**

Even with the unbridled chaos swirling through her mind, she knew she had to say something, anything, to her departed friend. Whether or not Rarity would even be able to hear it didn't matter much to Twilight.

"Rarity... I'm so sorry. I never should have agreed to try using my magic on you. But you pushed me to do it. Why..." she began to cry again, "why did you push me? Why didn't I have the willpower to say no? Why did this have to happen?" She took a minute to wipe the tears from her eyes with her hoof. "I swear to you, I will never use magic again, as long as I live! Oh, Rarity..."

If anyone had been in the library at that time, they would have heard the sorrowful wailing of a distraught pony quite easily, and wondered where it was coming from.

Goatroth chuckled softly, pleased with what he just witnessed.

"Well, maybe it isn't all that boring after all" he said to no one in particular. "Still, the payoff is hardly worth having to sit through all the other nonsense..."

He continued walking out through the palace gates, taking a deep breath of fresh air.

"Hmm, with Twilight's magic out of the way, this might just be too easy. Oh well. Let's see what sort of trouble I can stir up out here."

Goatroth cleared his throat and began to tap into the minds of all the ponies in Canterlot.

"Good morning, citizens of Canterlot! This is your Lord Goatroth speaking. I wish to hold a contest. A race, of sorts. You must all do your best to make it to the front of the palace gates within 5 minutes. Those who are not here in that time, will die a most horrible death. Don't even try to think about cheating. Those who run away or simply hide somewhere will eventually be found, and they _will_be punished most severely. Just remember, there are worse fates than death! The race begins... now! Good luck!"

Goatroth couldn't help but laugh as he witnessed a huge crowd of panicked ponies running toward him. Every building in Canterlot was being emptied one by one, as no one wished to be left behind.

"Oh, I almost forgot. Do mind the obstacles, won't you?"

Without warning, much of the ground fell and gave way to traps filled with a wild assortment of deadly items, ranging from pools of acid to beds of spikes. The parts of the ground that hadn't fallen were filled with slippery grease, making it incredibly difficult for anypony to avoid slipping and falling into any of the traps.

Surprisingly, everypony made it to the front of the palace, completely unharmed.

"Oh, well, that was unexpected. Still, good show! I do so enjoy watching you all running in fear for your lives!" Goatroth said, a wicked smile appearing on his face.

"You monster!" shouted one of the ponies. "How dare you do this to us!"

"Oh, you wish to challenge me?" With that, Goatroth zapped a nearby building, reducing it to rubble in a second, then he zapped it again and it miraculously rebuilt itself in nearly the same amount of time. "Please, if any of you think you could even compare to my abilities, do step forward. I welcome a good fight."

No one dared move an inch after witnessing such a thing. The entire crowd was silent.

"That's what I thought. You've entertained me enough for the moment, you may all return home. Ah but of course, the traps will remain. Do be careful to avoid them on your way back."

Goatroth turned and walked back inside the palace, incredibly pleased with himself.

"Very well... let's see who's next, shall we?"


	5. Chapter 4

**Chapter 4 - A Shy Breakdown**

"_Such meaningless exertion, my child. They mean nothing to us yet you flaunt our powers in front of them as if they are worth our time." "You can't blame me for wanting to have a bit of fun." "No, I suppose I can't. I certainly have trained you well, haven't I?"_

Fluttershy lifted her head and looked around, overwhelmed with confusion. She could have sworn she was just at the palace in Canterlot, not laying down and relaxing at home. She bit herself to make sure she wasn't dreaming, feeling a slight twinge of pain.

"Oh my, what a relief! I must have dozed off... that was such a horrible dream!"

She got up and stretched, relieved that she wasn't actually in the palace at Canterlot, facing down an evil creature. The fact that she even had such a dream bothered her a little, but she was trying to push it from her mind.

It wasn't exactly working. As she made her way outside, she couldn't help but feel a bit worried. Her dreams had never been so dark or realistic before. Everything in it had felt so incredibly real and scary that she was starting to doubt that it was really a dream at all.

Before she could think about it any longer, she heard a large bang. She gasped and looked toward the sound, seeing that something had crashed into her chicken coop, completely demolishing it. Emerging from the wreckage was a small blue shape, with just a hint of rainbow-colored hair.

Fluttershy gasped, "Rainbow, are you okay?"

"Yeah yeah, I'm fine," Rainbow snapped back at her, "no thanks to your stupid chicken coop getting in my way!"

Fluttershy was taken aback by Rainbow's attitude. Sure, she had a slight temper, but she seemed unusually annoyed today.

"Is everything okay? You seem a little agitated..." Fluttershy asked her friend.

"I said I'm fine!" said an increasingly annoyed Rainbow, before quickly taking off and flying away.

"I wonder what that was all about..." Fluttershy said quietly to herself.

She sighed and set to work repairing the chicken coop, having completely forgotten about the dream she had.

After she had finished the repairs, Fluttershy decided she would head down to Sugarcube Corner to see if any of her friends were there, hoping she could find out what was bothering Rainbow Dash.

When she got there, she found Pinkie Pie hanging out by herself.

"Hi Pinkie, have you seen Rainbow Dash today? She seemed a little troubled and I was just..." began Fluttershy.

"Nope, haven't seen her." Pinkie said coldly, interrupting Fluttershy mid-sentence.

"Oh, okay, well, if..."

"Outta my way." Applejack said, rudely pushing her out of the way.

"Oh, I'm sorry, I didn't see you..."

Applejack snapped her head around and looked angrily at Fluttershy "Well maybe if'n you paid more attention you'd know when someone was about to come up behind ya!"

Fluttershy began to back away slowly, looking hurt. "Okay... I think I'll just be going now..."

"Fine by me!" Applejack said.

Fluttershy walked out of Sugarcube Corner, more confused than ever. She couldn't figure out why all her friends were being so rude to her. As she walked down the street, she felt as if she were being watched. She looked around and saw that nearly everypony was staring at her, looks of contempt on their faces. She was about to turn her head when she accidentally bumped into somepony.

"Oh! I'm sorry, I guess I wasn't paying attention." she said.

"Hmph, watch where you're walking, you moronic little whelp!" said the pony.

"Y-yes, I'll be more careful..."

"Oh would you just shut up already! I've never come across a more annoying pony in my entire life! Stop apologizing and GET OUT OF MY WAY!" shouted the rude pony as he pushed Fluttershy aside, knocking her to the ground.

Tears began welling up in her eyes, and she could hear laughter coming from all around her. Everypony that had been watching was laughing directly at her. She quickly took flight, trying to get away from Ponyville as quickly as possible.

Just then, a blurry shape rushed past her and nearly knocked her out of the sky. She turned around to see who it was and saw Rainbow looking back at her with a scowl.

"Why is everypony being so mean to me today?" she asked Rainbow, tears flowing down her cheeks.

"I dunno, maybe it's because you're a pathetic little whiner that always lets everyone push her around?" she said with a shrug.

Before Fluttershy had a chance to react, Rainbow started flying around her in a circle, causing her to spin uncontrollably.

"Haha, see you later loser!" Rainbow shouted as she kicked Fluttershy and sent her flying towards the ground.

She landed in a small pond just outside of Ponyville, and quickly swam to the surface. She got out of the water, shook herself off, and began to cry heavily. She could take other ponies being mean to her occasionally, but not her own friends. She was used to having somepony to turn to when she felt down.

"I know, I'll talk to Twilight, maybe she knows what's going on. She's always nice to me!"

She walked back into Ponyville after wiping her tears away, ignoring the stares and the laughter as she headed towards the library. When she got there, she knocked on the door, and was greeted by Spike.

"Oh, hello Spike. Is Twilight home?" she asked timidly.

"Oh, it's you. Uhh, nope, she's not here. Last I heard she was heading to Sugarcube Corner to meet up with everypony else."

"_Oh no, I can't go back there..._**" **she thought to herself. "Umm, thanks. I'll just be going now."

"Good." Spike said as he slammed the door in Fluttershy's face.

She tried her best not to cry after yet again being treated like dirt, and decided maybe she would make her way down to Sugarcube Corner after all. She needed answers, no matter what. She had to know why people were acting like complete jerks, even if it meant having to deal with her friends being mean to her yet again.

As she approached Sugarcube Corner she could hear muffled talking coming from inside. She stopped just outside the door and listened in.

"Can you believe that Fluttershy?" said Applejack.

"I know! Just before, I slammed into her chicken coop and tore it to shreds, and she had the nerve to ask if I was okay, like I'm some kind of weakling or something!" Rainbow exclaimed.

"I hope you did that on purpose."

"Of course I did!" Rainbow shouted. "I wanted to see what she would do. I was half expecting her to actually apologize to me or something, but all she did was get all upset when I told her it was her fault for putting it in my way!"

"You actually said that? You're a riot Rainbow Dash!" Pinkie said with a laugh.

Fluttershy couldn't believe what she was hearing. Rainbow crashed into her chicken coop on purpose, and everypony was laughing about it like it was some big joke!

"I think it's simply dreadful," began Rarity, "the way she's always apologizing to people for their mistakes, as if they were her fault. That girl has no spine at all! Why, she practically lays down and lets people walk all over her! So pitiful."

"What do you think, Twi?" asked Applejack.

"You're all definitely right. From the very first moment I met her, I could tell she had issues. She could barely even look at me, let alone talk to me! It wasn't until Spike showed up that she even started talking at all."

"Why are we even allowing her to hang out with us anyway?" asked Rainbow.

"Cuz she's good fer a laugh, that's why." said Applejack.

The girls all nodded in agreement and laughed.

Fluttershy had been crying the entire time. She couldn't take this, not at all. Her best friends were secretly laughing at her behind her back, the friends that she thought were always there for her. She could feel her body trembling with rage. She had felt anger before, but not like this. Before she knew it, her anger had completely taken control and she burst into the bakery, tears streaming down her face.

"Well well, look who it is! Fluttercry! And hey, she's actually crying, big surprise!" Rainbow said as the rest of the girls were laughing.

"I heard everything you all said! Every last bit of it!" Fluttershy shouted at them.

"Yeah? Well what're ya gonna do about it? Gonna be a tough girl for once and do something, or are ya gonna run away and go back to yer little animals again?" Applejack said with a smirk on her face.

"Just leave me alone!" cried Fluttershy as she turned around and left the bakery in a huff.

"Yep, that's what I thought." said Applejack.

The girls all laughed as Fluttershy took off and headed back to her house. She couldn't remember the last time she ever felt so hurt and alone. She could literally feel her heart breaking, the pain gnawing away at her chest. Her friends meant the world to her, but now they had all suddenly turned on her. What made it worse was the thought that they had all thought that way all along, that they never really liked her or cared for her.

She thought back to all the good times she shared with her friends, her heart aching more and more with each memory she recalled.

"They never cared about me. Oh sure, they'd say they did to my face, but then they'd go and laugh at me when I wasn't around, and talk about me and how 'weak and pathetic' I am. Why did they lead me on like that, all this time? How could they be so cruel?"

She could barely focus on where she was going, her eyes blinded by tears and her head clouded with despair. Still, she managed to make it back to her house and stopped outside her front door.

"At least I still have my animal friends..."

She walked in the door and was immediately attacked by all the animals she kept inside. They all clawed and bit her viciously, as if they were possessed. She shook all of them off, her eyes wide with fear and shock.

"What are you all doing? What's going on?"

She opened the door to try to get away, and the animals all ran out the door as quick as they could, leaving Fluttershy behind in confusion.

She felt the anger building inside her again.

"Fine! Be that way then! I don't need any of you!" she screamed.

She made her way over to the rest of the animals around her house, and began yelling at them.

"Get out of here! Get away from me!"

When every last one of them had made it off her property, Fluttershy collapsed on the ground and curled up into a ball. She began crying and shuddering, wracked with despair. The only thing she could think of was the intense pain she was feeling, now that everypony she had ever cared about had turned on her, knowing that they never cared about her at all. Even her animals had turned on her.

She could feel every last ounce of strength leave her, until even her very will to live was completely gone.

"Alas, poor Fluttershy. Oh well, at least now she's out of the way." Goatroth said with a grin.

He got up and made his way to the hallway where just a few hours ago he had banished Celestia and Luna to the underworld. He stared out at the palace grounds, content with the absolute destruction he saw.

"Oh dear, it looks as if my little display with the building earlier created a bit of a mess." he said with a chuckle.

Many of the trees had been crushed by the falling debris, and a piece of the palace wall had caved in, leaving bits of rubble strewn all over. Goatroth thought something was still missing.

"Aha, I have just the thing..."

The sky, still a shade of deep red, grew even darker and began to ripple with energy. Meteors began to fall, causing widespread destruction all over Canterlot. The streets soon filled with panicked ponies attempting to escape before their buildings were destroyed with them inside. Goatroth burst into a fit of laughter, his eyes wide with glee.

"Now that's what I like to see! Run my little puppets, run... amuse your Lord with your unbridled fear!"

He suddenly felt something... a very vague feeling, a sort of premonition. He paused for a moment, unsure of what had just happened.

"That... was odd. Hmm, no matter. It's gone now."

He turned his attention back to the window and saw that the meteors had destroyed much more of the palace grounds, much to his delight. He decided he should make an announcement to the ponies of Canterlot concerning the recent "freak meteor shower", and chuckled to himself.

"Attention, citizens of Canterlot. Your Lord Goatroth is aware of the horrible meteor shower that has destroyed much of his beloved city. Unfortunately, it simply could not be avoided." He had to stop briefly to compose himself, as he was nearly overcome with laughter. "Rest assured, however, that I will do my best to stop such... accidents... from occurring again!"

He quickly took a tally of the live ponies and concluded that none of them had died, but a few were injured.

"Oh and do make sure you get your injured friends and/or family members to the hospital straight away, hmm? Wouldn't want them to suffer now, would we?"

He suddenly felt tired, like he had lost a significant amount of energy. He ceased the broadcast and nearly passed out from exhaustion.

"I really must rest for a while... I'm expending far too much of my power for the sake of my own amusement. At least, I think that's why I'm so tired..."

That foreboding feeling returned, albeit very briefly, as he slowly made his way back to the throne room.


	6. Chapter 5

**Chapter 5 – Generosity Exploited**

"_You seem troubled." "I felt something very odd. Very... familiar." "Oh? Tell me my child, what was it?" "I haven't the slightest idea."_

Rarity awoke to the sound of light knocking on her front door. She groggily made her way down the stairs, faintly aware of a passing feeling of dread. By the time she opened the door, the feeling had faded completely.

"Oh, I'm sorry Rarity," began Fluttershy, noticing Rarity in her robe, "I didn't mean to wake you. I'll just come back later..."

"It's quite alright, darling. Come on in." Rarity said with a yawn.

"Okay!" Fluttershy said with a smile as she walked past Rarity. "I was wondering if you could look at some designs I drew up earlier."

"Fluttershy! I didn't know you were into fashion designing! I mean, I knew you _knew_all about it, but you want to make your own designs now? Let me see!"

Fluttershy opened her bag and produced a stack of papers, all with various designs on them. Rarity quickly levitated them over to her table to get a closer look at them.

"Oh, these are... well..." Rarity didn't want to hurt her friend's feelings, but she had to be honest. "They look... nice. But..."

"You don't like them, do you?" Fluttershy asked, looking hurt.

"Well, they're alright, for a beginner. What I mean to say is, you're off to a great start but I don't feel these are quite ready yet."

"Oh, I see..."

"Not to worry, darling! You can look at some of my designs for inspiration, I'm sure they'll help you get an idea of how to improve yours!"

With that, Rarity took some of her own designs and placed them in Fluttershy's bag along with hers.

"Believe me, you really are off to a great start, you just need that extra push to make something really incredible!" Rarity could see that Fluttershy still looked a bit hurt. "Are you okay, dear? I'm sorry if I offended you, I didn't mean..."

"Oh no, it's okay." Fluttershy quickly responded, trying her best to put on a smile. "I understand. I'll look over your designs later and try to... to get some inspiration."

She turned and walked towards the door, her head slightly slumped.

"Here, let me get the door..." Rarity began, but stopped as Fluttershy opened the door and quickly walked out, closing it quietly behind her. "Oh, I do hope I didn't hurt the poor girl's feelings..."

After a week of not hearing from Fluttershy, Rarity began to get a bit worried. Try as she might, she just couldn't focus on finishing her latest fashion line, thoughts of Fluttershy constantly creeping into her head. She was too afraid to go to her house to check up on her, fearing she'd just get yelled at or that she'd be ignored. Fluttershy wasn't exactly known for her temper, but she could be very distant when feeling down, and sometimes she does have a tendency to lash out.

Rarity tried to push these thoughts from her mind, trying for what seemed like the thousandth time to get back to her work, but then there was a knock at her door. Hoping it was Fluttershy she quickly ran over and practically ripped the door from the hinges.

Standing outside the door was a unicorn dressed in what could only be described as regal attire. In front of him was a very official looking letter being held up by his magic. He looked Rarity over condescendingly before clearing his throat and reading aloud.

"You are hereby cordially invited to attend Miss Fluttershy's Fashion Show in Canterlot this evening. Enclosed please find two tickets, one for the train and one for the show. We hope to see you there."

Before Rarity had a chance to say anything, the rude unicorn shoved the letter in her face, prompting her to grab it with her mouth. He quickly turned around and began walking toward a chariot being pulled by two royal guards.

"Well, how rude..." she remarked as she levitated the letter inside her house and closed the door.

"'Miss' Fluttershy? Fashion Show? What's this all about... how did she manage to host a fashion show in Canterlot of all places? She really must have improved her designs! That must be why I haven't seen her all week!" she said aloud, opening the letter and finding her tickets. "I must leave at once!"

Rarity arrived ten minutes before the show was about to begin. She hadn't expected to find many ponies attending, but when she stepped into the main showroom her jaw nearly hit the floor. There was a very large crowd of ponies from all over Equestria gathered around the runway, all waiting in eager anticipation for the show to begin. She looked around for any of her friends but could find none of them.

"_Why would Fluttershy invite me, but not them? Surely she would want the rest of the girls here to see her designs... unless of course they weren't much better than the ones she showed me. Oh, what if they're not much better? That poor girl, she's going to be so heartbroken!_**"**

Her train of thought was interrupted by the dimming of the showroom lights, followed by the sound of a needle being put to vinyl. Upbeat music filled the room as the announcer began to speak.

"Fillies and gentlecolts, it is my great pleasure to present to you, Miss Fluttershy's new fashion line: 'Vengeance Amicale!'"

"_What? Why, that translates to..._**"**

Before Rarity could finish her thought, the first model stepped out onto the runway, dressed unmistakably in one of her own designs. Not a single thing had been changed. A few more models came out, all wearing designs that Rarity had made herself, with nothing from Fluttershy's designs at all. It took every last ounce of strength Rarity had within her to keep from storming onto the runway and tearing the dresses to pieces.

"_That double-crossing she-witch! I gave her those designs to study, not to steal! How could she have done this to me?_**"**

Rarity suffered through the rest of the show, waiting until it was over to make her way backstage to confront Fluttershy. Her fury nearly got the better of her when she saw Fluttershy sitting down, looking content as ever. Rarity quickly calmed herself and attempted to be civil.

"Fluttershy, dear, what in Equestria did you think you were doing? You _stole_my designs! They were supposed to help you improve your designs, not for you to blatantly rip off and present as your own!"

Fluttershy nonchalantly looked at Rarity and said only two words, but they might as well have been an entire novel full of pure hatred and spite, for the way they made Rarity feel.

"Your point?"

"My point?" Rarity began to get visibly flustered. "My point is that you've betrayed me! You took every last shred of trust I've ever had for you and trampled all over it! How could you do this to me?"

"Oh you're such a drama queen. You'll get over it eventually."

It was at this point that Rarity's anger completely took over. She lunged at Fluttershy, but was stopped cold by two bodyguards.

"What would you like us to do with this, Miss Fluttershy?" one of them asked.

"Oh, just toss her outside. Try not to be too rough, though."

The bodyguards dragged Rarity outside and threw her to the ground. She quickly got back up and nearly fainted when she saw the dirt covering her dress.

"Why, I've never been treated so rudely in my life!" she snapped at the bodyguards.

"You really are a drama queen, ain't ya?" laughed one of them as he was walking away. The other slammed the door shut.

Rarity growled in frustration. She had never seen Fluttershy acting this way before, it was almost as if she was possessed. She was determined to figure out what had happened to make her this way.

"_I know, I'll ask the others if they've noticed anything odd about Fluttershy that would explain her rude behavior._**"**

Rarity found the rest of her friends at Twilight's house, helping her clean up a huge mess of books.

"Hey Rarity, come on in!" Twilight said happily. "We're just finishing up some cleaning. It's been yet another crazy weekend of studying!"

Rarity made her way inside, still looking flustered from her confrontation with Fluttershy.

"What's the matter, sugarcube? You look like you've spent the entire day rasslin with an angry alligator!" exclaimed Applejack.

"No, but I did have an... incident with Fluttershy. You girls haven't noticed anything strange about her recently, have you? She's acting awfully vicious today."

The four ponies looked at each other briefly, then turned to Rarity and shook their heads.

"Why, what did she do?" asked Twilight.

"It's simply dreadful!" Rarity said, trying her best to maintain her composure. "Just last week she stopped by to show me some fashion designs she had drawn up, and she wanted my opinion on them. I told her they were a great start, but they needed more work. So, I gave her some of my design ideas to help her along, but she ended up stealing them! She put on a fashion show in Canterlot today, and she had used _my_designs! When I asked her why, she acted as if it was no big deal!"

"Oh, is that all?" Rainbow Dash said, rolling her eyes. The other girls joined her in a hearty laugh.

Rarity was flabbergasted.

"You're kidding, right? Please tell me this is some kind of joke. How can you sit there and act as if it's no big deal?"

"Oh Rarity, ya really do make a fuss over everything, don't ya?" Applejack said with a laugh.

"Well I'm glad you can laugh about it! I, however, cannot! Fluttershy betrayed my trust by using my designs in her fashion show, and I quite frankly am going to have a very hard time forgiving her!"

"Oh please. You really are a drama queen!" Rainbow Dash exclaimed.

"I'm sure she had a good reason for doing it. After all, you did say you didn't like her designs. Maybe she felt insulted." offered Twilight.

"That doesn't give her the right to _steal_the designs I had worked so hard on!" Rarity screamed, her face turning beet red. "How would you feel, Twilight, if you had written a brilliant scientific study, but before you had a chance to publish it, someone stole it and sold it as their own?"

"It's not the same." Twilight said calmly.

"_**How is it not the same?**_**" **Rarity screamed at the top of her lungs. Her anger had reached the boiling point, and there was no turning back. "This is my life's work we're talking about here!"

"I still don't see what the big deal is." Twilight said coldly. The others nodded their heads in agreement.

"Life's work... ha, you don't know what real work is. All ya do is sit in yer house makin' dresses all day. That ain't work." said Applejack.

"She's got a point there." Rainbow said.

Rarity was crushed, feeling more hurt than ever. "You know what? Fine. I can see how it is. From now on, I don't want to have anything to do with any of you. I don't want to see you, I don't want to hear from you, I don't even want to know that you exist! I want you out of my life, forever!"

Rarity turned and stormed out the door. Right before she slammed it, Pinkie Pie finally spoke up and said: "Okey dokey lokey!"

Back at her house, Rarity had begun to pack her things. She had no desire to live in Ponyville anymore, for she knew that it would mean she'd still have to deal with her ex-friends. It was practically impossible to avoid them. She knew that if she saw any of them again, she wouldn't be able to hold herself back.

"_I wanted to help Fluttershy, and she threw it right back in my face. Element of Generosity? Ha! Not anymore. That is the last time I offer my help to anypony ever again! And as for the rest of them... oh they'd better hope I never see them again!_**"**

Tears began to fill her eyes as she thought of how Fluttershy had betrayed her trust, and how the rest of the girls treated it as if it was no big deal. Rainbow Dash had even called her a drama queen. Applejack went so far as to insult her line of work, and what's worse was how the rest of them agreed with her.

"_How could they be so heartless?_**"**

Before long, Rarity had collapsed on the floor in a fit of sorrow, crying her eyes out. She remained there for several hours.

"She really is a drama queen." Goatroth said mid-yawn. "Oh well, at least now she's out of the way. Not only has her generous spirit been broken, but she also has a deep hatred for her former friends. Wonderful!"

A sudden vague feeling washed over Goatroth. It was hard to place, but it's something he had felt once before, a long time ago.

"Remorse? No... that's nonsense..."

Yet, he couldn't deny it. Somewhere deep inside him, the feeling of remorse over all the things he had been doing had begun to take hold.

"_Snap out of it, my child. I do not know where these feelings are coming from, but you must stop at once!" "But..." "I SAID STOP!"_

Goatroth shook his head as if trying to bring himself out of a drunken stupor. He could feel something slipping, something deep inside. It was almost as if a great veil were being lifted, slowly, piece by piece. It was still too deep and too vague to have any real effect on him at this point, but it was enough to make him notice.

He began to notice the sound of footsteps from somewhere in the throne room.

"Who dares to enter my throne room? Reveal yourself at once!"

"_More to the point, how did we not detect him?" "That's not important right now, focus!"_

A small colt stepped out of the shadows, shaking with fright.

"I-I'm sorry, mister. I was just wondering if..." he quickly glanced at the six ponies frozen in place in the middle of the room "if I could umm, hang out with you. You're really cool!"

Goatroth put his head down and rested his hoof on his forehead, a look of contempt on his face.

"Child, you will immediately leave my throne room before I turn you into a pile of ashes." he said nonchalantly.

When he raised his head and saw that the young pony was not leaving, he rose up from his throne and propelled himself forward at the colt at a blinding speed, stopping an inch from his face.

"_**I SAID LEAVE!**_**"**

The entire palace shook with Goatroth's anger. The colt immediately turned around and ran as fast as his legs could carry him, screaming with fear.

"That's better. Children these days..."

His childhood years suddenly flashed before his eyes, and a great sadness began to wash over him.

"_Enough! Snap out of it I said!"_

He shook his head once more, and made his way over to his throne.

"What a day..."


	7. Chapter 6

**Chapter 6 – Honesty, The Best Policy?**

"_My child, why did we send the little whelp away? We could have used him." "I... he seemed rather insignificant to me." "Is there something wrong?" "No. Not at all."_

"Applejack, you alright? Sis?"

Applejack slowly stood up, her head feeling cloudy. "Apple Bloom? What... ugh, what happened?"

"You hit your head pretty hard on that there tree" she said, pointing to the tree behind Applejack "I told ya to watch where you were goin'!"

Applejack shook her head, trying to shake the cobwebs out. "Yeah, guess I need to be more careful..."

"Uhh, sis, you sure you're okay?"

"I'm fine... now uhh, what was I doin'?"

"We're getting' ready for the big storm the pegasus ponies are cookin' up fer later, remember?"

Applejack tried to recall what her sister was talking about, but just couldn't seem to. "Wow, guess I hit my head harder than I thought! Oh well, best get back to it then..." She had gone through the same routine hundreds, if not thousands of times before, so even if she had a hard time remembering that a storm was scheduled for later on in the day, she could easily resume preparing for it.

"Angel! Wait!" came a voice seemingly out of nowhere. Applejack turned her head to see where it was coming from, but was suddenly knocked over by Fluttershy.

"Oh! I'm so sorry Applejack, I didn't even see you there!"

Applejack wasn't too happy about having to pick herself up from the ground for the second time within a few minutes, but she tried to hide it from Fluttershy, not wanting to hurt her feelings. "Shoot, don't worry about it, mistakes happen."

"It's just that, Angel keeps running away and I need to get him inside before the storm comes. I think he thinks I'm playing a game with him..."

"I said don't worry about it, sugarcube." Applejack said, showing a hint of frustration in her voice.

"Oh, okay..." Fluttershy said, looking nervous about something.

Applejack caught the nervous look and wondered what was bothering her friend. "Somethin' the matter?"

"Well... it's nothing. You seem really busy and I don't want to bother you..."

Applejack sighed, "Come on, I can tell ya got somethin' on yer mind, what is it?"

"It's just... well I know it's a strange time to ask but you're always so honest about everything and I know you'd tell me the truth and... well... I've been thinking lately about how ponies are always saying I'm too much of a pushover and... am I really?"

"Oh, is that all?" Applejack couldn't help but laugh a little, amused that something so small would be bothering somepony so much.

"_Then again, it __**is**__Fluttershy..._**" **she thought to herself.

"Well sugarcube... how do I put this... you do sometimes let other ponies walk all over ya, and you could stand to stick up fer yerself a bit more... and you could stand to be a little more brave at times... but, shoot, I've seen you do some very brave things before! Why, you dealt with a huge beastly manticore as if he were a small kitty, and remember that dragon?"

"Yes, but... do you really think I'm a coward?"

"Whoa whoa there, I said you could stand to be a little bit more brave, I didn't say you was a... well, I... maybe, a little." Applejack silently cursed at herself for once again letting her honesty get the better of her.

"_Me an' mah big mouth..._**"**

"Oh, I see... well, thanks, Applejack... I need to go find Angel now..." Fluttershy said dejectedly.

"Fluttershy I didn't mean..." Applejack began as Fluttershy walked away with her head hanging down. "Aww, ponyfeathers."

Apple Bloom walked up to her sister and asked "What was that about?"

Applejack sighed, "Nothin', let's just get back to work."

The Apple family managed to finish preparing for the big storm just in time, as they always did. Just as they were about to head inside, Pinkie Pie casually strolled up and called out to Applejack.

"Hey, wait! Before you go in, have some pre-storm cupcakes!"

"What in the... Pinkie? Can't you see the storm's about to start? Get back to Sugarcube Corner!" Applejack yelled back.

"Aww don't worry, it'll be fine!"

Applejack rolled her eyes. "Alright, alright. I'll have some of those cupcakes as long as it'll get you back inside quicker."

Applejack ran out to meet her friend, Apple Bloom following behind her quietly.

"Here ya go, one cupcake for you, and one for you!" Pinkie said, holding two cupcakes out to the sisters.

"Huh?" Applejack turned and saw Apple Bloom standing behind her. "Apple Bloom! Get back inside, now!"

The wind started to pick up.

"Aww, sis, let me just have one little bite and I'll run right back inside, promise!"

"Fine, but hurry it up!"

Apple Bloom happily took the cupcake from Pinkie, eating it in one bite. "It's good! Hey!" Suddenly, a big gust of wind sent Apple Bloom's saddlebag flying into a nearby tree, and she immediately climbed up to grab it.

"Apple Bloom you get down here right this instant!"

By now the wind had started to gust at incredible speeds, sending all sorts of random junk flying through the air. As Apple Bloom struggled to grab her bag from the tree, other smaller trees had begun to be uprooted and launched through the air.

"Wow, this is fixin' to be one heck of a storm... Apple Bloom, _get down here now!_**" **Applejack said, her worried state making her voice sound shrill. "That's it, I'm comin' up after ya! Pinkie, help me out here will ya?"

"Okey dokey lo..." Pinkie was cut off by the sight of a tree hurtling directly at her. She quickly dodged out of the way and ran into a nearby bush.

"Fine, I'll do it alone! Hang on Apple Bloom, I'm comin'!"

Applejack began to climb the tree, but was knocked off by a piece of flying debris. She tried again, but the same thing happened. "What in tarnation... come on..." No matter how many times Applejack tried to get up the tree, she kept getting known down either by falling branches or hit by something the wind had picked up and thrown at her, causing her to slip and fall.

"Sis, help!" Apple Bloom cried.

Just then, Fluttershy appeared, trying her best to push against the wind. "Don't worry, I'll help you!"

"Fluttershy? What are you doin' out here?" Applejack yelled.

"I was outside making sure my animals were safe and sound when I noticed Apple Bloom stuck in the tree!"

"Fluttershy, you're gonna get yerself hurt, go back home!"

"No! I need to be more brave, like you said!" As Fluttershy said this, she had reached the tree and grabbed Apple Bloom, who was clutching her bag tightly in her forehooves. Fluttershy gently brought Apple Bloom down and set her down on the ground.

"See? I can be brave when I need to-" Fluttershy's sentence was cut short when a small tree hit her square in the gut and sent her flying.

"Fluttershy!" Applejack cried. "Apple Bloom, get inside, Pinkie, you too! I'm goin' after her!"

"No you're not!" came a voice from inside the house.

"Don't try to stop me Big Mac, she could be hurt! I need to go find her!"

Before she could say another word, Big Macintosh threw her on top of his back and ran inside, with Pinkie and Apple Bloom following closely behind.

When they were safely inside, Big Mac slammed the door shut and locked it. "It's too dangerous out there, for anypony. I know she's your friend, and she might be hurt, but goin' out there and lookin' for her is suicide!"

Applejack sighed with reluctance "You're right..."

"Don't worry Applejack, she'll be okay... I think." Pinkie said, not sounding too reassuring.

"I hope you're right..."

After the storm had passed, Applejack and Pinkie Pie quickly set out to find Fluttershy. As soon as they got outside, they were surprised to see Twilight and Rarity running up to the house.

"Oh there you are Pinkie!" Twilight said. "Mr. and Mrs. Cake said they hadn't seen you since before the storm started and we were worried!"

"Nahh I'm okay, but we need to look for-" Pinkie stopped when she saw Rainbow Dash flying in fast from the direction of Fluttershy's house.

"Have any of you guys seen Fluttershy? She's not at her house!"

"We were just about to go lookin' for her, she was hit pretty hard by a small tree and sent off in that direction" Applejack pointed with her hoof.

Rainbow quickly took off in the direction Applejack pointed to "I'm on it!"

"Come on, we can ask in town if anypony's seen her!" Twilight said.

The girls looked all over, but no one had seen Fluttershy. Just when they were about to give up and wait for Rainbow to get back, hoping she'd had better luck, somepony shouted.

"Look! It's Rainbow Dash!"

Applejack noticed she was flying very slowly, her head hanging low. She was holding something with her forelegs. "Hey, she's got something!" Applejack squinted and was able to make out a bit of pink and yellow, mixed in with a bunch of brown. "I think it's Fluttershy!"

Everypony quickly stopped what they were doing and rushed over to Rainbow excitedly, feeling relieved that she had found Fluttershy. It didn't take long for Applejack to notice that something was wrong. There were fresh tears falling down Rainbow's face, and Fluttershy wasn't moving.

Applejack was the first to reach Rainbow, having used every last ounce of her strength to run as fast as she could, having feared the worst. She looked over Fluttershy's body, and was taken aback by how dirty she appeared. Her mane was tangled and matted, her coat was almost completely covered by dirt, and for a brief second Applejack thought she could see just the tiniest hint of red on the top of her head.

"Fluttershy!" She looked up at Rainbow, asking the question she already knew the answer to. "Is she okay?"

"She's..." Rainbow choked back a sob "she's dead."

There were mixed reactions from the crowd behind Applejack, some cries of shock, some gasps. All Applejack could do was stare at Fluttershy's broken body, not wanting to believe that her friend was gone. The rest of her friends rushed through the crowd, stopping in front of Rainbow.

"Fluttershy! No!" Twilight managed to choke out between sobs.

"I... I found her like this. There was nothing I could do." Rainbow said, beginning to shudder, tears streaming down her face. She set Fluttershy's body down on the ground gently. "I should've been here to catch her before she..." Her face contorted into a look of pure rage. "Damn it!"

"No," Rarity said, putting a hoof on Rainbow's back "don't blame yourself, dear. You can't be there _all_the time."

Rainbow sniffed and looked up at Rarity. "You're right..."

"Come on, we need to get her cleaned up..." Twilight said.

Later that day, as Fluttershy's body was being prepared for her funeral, the girls met at Twilight's house to talk about what had happened.

"I can't believe she's gone..." Applejack said.

"How did it even happen?" asked Twilight. "You only told us bits and pieces of the story."

"Well, the storm was pickin' up mighty bad, debris was flyin' everywhere. Apple Bloom had climbed up a tree to get her saddlebag, on account of the wind puttin' it there. I told the silly filly not to, but she insisted... and by the time she grabbed it, the storm had gotten so bad that trees were startin' to fall over. I tried to climb up to get her, but every time I'd hop on the darn thing I'd get knocked off by a piece of flyin' debris."

"And then Fluttershy appeared," she continued, "yellin' somethin' about bein' brave, and she charged in to save Apple Bloom. Once she was safe on the ground, Fluttershy tried to land herself, but was hit hard by a tree, directly in the gut... and that's when it carried her away..."

"It should have been me rushing to save Apple Bloom, not Fluttershy!" Rainbow said. Realizing how her words sounded she quickly spoke up again. "What I mean is, Fluttershy doesn't know how to handle herself in a dangerous storm, but I do. If I hadn't been busy elsewhere..."

"No, Rainbow, don't talk like that. If anything it was mah fault for tellin' her she could stand to be a little more brave... why, if I hadn't done that, she wouldn't have..." Applejack trailed off, looking down at the ground.

"What do you mean? What did you say to her?" Twilight asked.

"Well it was nothin', I mean... she insisted to know what I thought of her bein' all scared all the time, so I told her she could stand to be more brave..."

"So, let me get this straight" Twilight began, "you told her to be more brave, and then she goes and pulls off a crazy stunt to save your sister, which you should have done in the first place?"

Twilight's words hit Applejack hard. "What? I tried! Pinkie, you were there, you saw how hard I was tryin' to get in that tree!"

"I saw you acting like a scared little filly, making poor Fluttershy sacrifice herself for no reason!" Pinkie said, her blue eyes filled with hatred.

"Well what about you, then? What do ya call what you were doin'?"

Pinkie scoffed "Hello! I was _trying_to get myself untangled from the bush I was stuck in!"

"Didn't look like it to me..."

"Girls, please! Really... there's no need to argue like this." Rarity said. "Now, Applejack, apologize to Pinkie."

"You can't be serious."

Rainbow flew up to Applejack's face and glared at her angrily. "You heard her, apologize!"

"You said it yourself, Applejack" Twilight said, a hint of anger in her voice, "it's your fault."

"Well yeah, but, I didn't mean... I mean..."

"Oh, so now you're LYING?" Pinkie shouted.

"No! I..." Applejack's face turned red. "Forget the whole lot o' ya!" She turned and stomped out the door, back to her farm.

"It was awful, Big Mac." Applejack said, tears falling from her eyes. "They sat there and blamed me for Fluttershy's death. I mean, sure, I said it was my fault, but I didn't mean it like that! And Pinkie, Pinkie wasn't stuck in that darn bush, she was hidin' in it like a coward! You believe me, don't ya Big Mac?"

"Eeyup."

Applejack sighed. "I just don't know what to do. I've always prided myself on bein' honest, and stickin' up fer my beliefs, but this time my honesty got one of my friends killed, and now the rest of 'em have turned on me."

Applejack stared off into the distance as she made a startling realization. "Maybe... maybe it's just not worth it bein' honest all the time."

"Nnnope."

"Maybe it is my fault... if I hadn't been so damned honest to Fluttershy, she'd still be here, and I'd still have my friends. And who knows? I might've even been able to save Apple Bloom myself, without her help."

"Eeyup."

"From now on, forget tellin' the truth. All it does is cause hurt feelings and pain. And forget those damn backstabbers. I don't need them. I don't need any of 'em."

Goatroth chuckled to himself "Honesty, who needs it? Applejack's got the right idea. Shame about the yellow one, though."

He stood up and stretched, looking around at the darkened throne room.

"On second thought, she had it coming. Best leave the heroics to the ponies that are actually heroic."

With that he let out a loud roar of laughter and sat back down.

"Only one left now... and then the party can begin."

Despite the prospect of his approaching success, Goatroth couldn't help but feel a bit uneasy. The fact that he was losing power was disconcerting, and those twinges of remorse didn't make things any better. There seemed to be a part of him that _wanted_him to fail, and that was the most worrying thing of all.

"_Snap out of it, my child. We have work to do." "Yes, of course..."_

"This would all be a lot easier without having to constantly maintain my hold on all six of these insufferable do-gooders."

Goatroth stood up and made his way to the front of the palace. When he got outside, he looked up and was satisfied to see that the sky was still dark red, and that the streets were still deserted. He took in a deep breath and exhaled slowly, enjoying the scent of fear that seemed to surround him on all sides.

"What a lovely aroma... positively intoxicating!" he said with a grin. "Hmm..."

His horn began to glow a bright green, a wicked grin on his face. Two straight beams quickly shot out of his horns and pierced the clouds, causing a huge thunderclap which caused the very ground he was standing on to shake in protest. The sudden boom shocked nearly everypony in Canterlot, sending waves of fresh fear toward Goatroth.

"Excellent... ah yes, so refreshing..." he said, his eyes closed. "Ah well, that's enough for now. Time to head back inside." He turned and walked back inside, feeling rejuvenated.

"Next up, the pink one. This should be good..."


	8. Chapter 7

**Chapter 7 – The Eternal Party**

"_We're so close now, my child. Soon all our efforts will pay off!" "Yes..." "Oh do try to be more enthusiastic." "Yes, of course..."_

"Pinkie, look out!"

It was too late. The warning had fallen on deaf ears, and in an instant Pinkie was covered in cake. She opened her eyes with a gasp, not certain of where she was or what she was even doing there. A hazy fog clouded her mind, her vision was blurred, and her nose was filled with the sweet aroma of the Cake's latest masterpiece. In a flash, Pinkie's instincts took over and she hungrily devoured the bits of cake that had fallen on her.

"Mmmm, this is good!" she said with a satisfied smile.

The fog had lifted and was replaced by an overwhelming joy. At once she knew she must be at Sugarcube Corner, helping Mr. and Mrs. Cake 'taste test' their latest works.

Mrs. Cake let out a disappointed sigh "Oh well, time to start over again."

"Oh don't worry Mrs. Cake," Pinkie said, licking the small remaining bits of cake off her hooves between words, "I'm sure your next cake will be _even better_than this one was!"

"I guess-" Mrs. Cake began, before a shrill scream from outside interrupted her. "Oh good heavens what was that?"

The Cakes shot each other worried glances and ran outside, Pinkie following closely behind. A horrifying sight met their eyes as they exited the door.

"A hydra?" Pinkie exclaimed, her eyes wide with fear.

"Pinkie!" came a voice from somewhere nearby.

She instantly recognized the voice "Hey Twilight!" she said, waving at her friend.

Pinkie saw that Twilight was not alone, the rest of their friends were with her, their eyes fixed on the giant hydra. Pinkie ran over happily and was nearly swiped by the hydra.

"Pinkie be careful!" Twilight said, her voice shaky.

"What in the hay is a hydra doin' here?" asked Applejack, "I've never seen one outside Froggy Bottom Bog!"

"That doesn't matter, we need to lead it back to the bog and away from Ponyville, before it does any harm." said Twilight, her face fixed in a look of pure determination.

"Oh you can't be serious darling," Rarity said, "I'm not going anywhere near a bog! They're so... dirty."

"I-I umm... I think I'll just stay here, if that's okay with you." Fluttershy said, backing away slowly.

Rainbow sighed with frustration "Fine, you guys can stay here, but I'm going!" She turned her attention to the hydra and called out "Hey, you!" She flew over and delivered a powerful kick to one of the hydra's heads and flew off in the direction of the bog, "Come get me if you can!"

"Rainbow! Now what did ya go and do that for? Now it's gonna-" Applejack was cut off by the roar of the hydra, all four of its heads screaming at once. "Well, shoot. Let's go girls, we've got a job to do!"

Applejack took off running after the hydra as it chased Rainbow. Twilight followed her for a few feet, then stopped and turned around "You girls coming?" she said with a look of desperation.

Rarity groaned "Oh alright!"

Pinkie and Fluttershy exchanged worried glances before nodding their heads in agreement, and the three quickly took off, following Twilight.

Rainbow's speed had proven too much for the hydra, as she had reached the bog so quickly that she could no longer hear it following behind her. She turned around to see if she could catch a glimpse of it, when she saw a familiar orange shape running through the trees.

"Applejack? Where's the hydra?"

"Right behind me!"

"What? I don't see-" Rainbow stopped abruptly, hearing a fearsome roar echoing from inside the shrouded forest. She looked up and saw four heads towering above the trees "Oh. There it is."

One of the hydra's heads made a dive at Applejack, just barely missing her. She picked up her pace, running as fast as her legs could carry her, determined to put as much distance between her and the hydra as possible. The other four followed behind the hydra, being careful not to draw its attention.

"Well, we made it to the bog, now what?" Applejack shouted to Rainbow.

"Ummm, I hadn't actually thought that far ahead."

"Great. Say, I would appreciate it if you could get this thing away from me seein' as you can fly real fast and all!"

"You got it!" Rainbow shouted as she zipped toward the hydra. She flew circles around it, making it dizzy. She stopped and hovered in the air in front of the hydra, teasing it. "What's the matter? Can't keep up? Haha!"

All four heads of the hydra were spinning in confusion, their eyes circling around. They shook off the dizziness and roared at Rainbow.

"Rainbow, be careful!" shouted Twilight, "That thing is dangerous!"

"Yeah yeah, I got it handled."

The hydra chased Rainbow deeper into the bog, determined to make a meal out of her. It had managed to gain a bit of ground, nearly catching up. It made a wild swing for her with one of its heads, hitting her and knocking her out of the air. She hit the water hard, bouncing for a few feet before coming to a halt on solid ground.

"Rainbow!" screamed Applejack.

"Ugh... I'm alright..." she said, getting up slowly. The hydra stood poised above her, ready to strike.

"Hey, over here! Ya big dumb galoot!" Applejack shouted, trying to draw its attention.

The hydra stopped and stared at Applejack, then looked back down to Rainbow. A smile crept over all four faces of the beast as it plunged at Rainbow.

"Whoa!" Rainbow shouted, moving out of the way just in time. "You're not getting me that easy!"

"Nice moves Rainbow Dash!" shouted Pinkie.

"Heh, thanks. Wha- look out!"

The hydra had turned its attention toward Pinkie, snarling angrily, almost as if it understood what she said and was angry that it was being mocked. It swiped at her, making contact. Pinkie flew backwards, straight into a cave. She hit the back wall of the cave hard. The last thing she could hear was the concerned voices of her friends yelling her name, then it all faded to black.

"Pinkie... Pinkie wake up. Please wake up..."

Pinkie opened her eyes slowly, and was dismayed to find that she was still in the cave. She looked around frantically for the source of the voice, worried by how frazzled it sounded.

"Oh good, you're awake" said the voice before coughing harshly, "I was afraid you were..."

Pinkie thought she could recognize the voice, despite how weak it sounded. "Rainbow? Wh- where are the others?"

Pinkie's eyes began to adjust to the darkness, and what she saw instantly brought tears to her eyes. Rainbow was lying on the ground, caked with blood. Her wings had been broken severely, her hind legs twisted unnaturally behind her. She thought she could hear wheezing noises coming from Rainbow's mouth as she breathed.

"Heh... the hydra... too strong. Too fast. We weren't..." Rainbow coughed again, and this time Pinkie could see that she was coughing up blood. "Pinkie... the others... they..."

Pinkie sat up, looking around for any sign of the others. She could find nothing. "What happened to them?"

Rainbow swallowed hard, she appeared as if she was trying to fight off something.

"They... they didn't make it."

Tears began to flow down Pinkie's cheeks. She was grief-stricken at the thought of losing her friends, but she allowed for a brief hope, though.

"At least you're okay, right?" she managed to choke out between sobs.

"Heh, no... no I don't think so. Pinkie..." she reached out her hoof.

Pinkie grabbed it between her front hooves, holding it tight.

"I've... really enjoyed the time we've spent together. All of us. But..." she coughed violently, "it looks like my time is up."

"No! Don't say that! You're gonna be just fine!" Pinkie said, not wanting to believe that she would lose Rainbow too.

"Sorry... not this time... goodbye, Pinkie."

"G-goodbye." Pinkie said, holding on tightly to Rainbow's hoof.

Rainbow Dash shuddered violently as her breathing sped up. She took one last deep breath, and exhaled, the life leaving her body. Pinkie held her hoof against her cheek, hugging it tightly.

"Goodbye, Rainbow Dash. Goodbye... everypony..." at that last word, Pinkie could not hold back anymore, and she began to cry.

A small pink shape could be seen on the horizon, approaching Ponyville. No one paid it any mind, until somepony noticed a cyan shape on her back, with blotches of red covering it.

Pinkie had thrown Rainbow's body onto her back to carry her back to town, determined to at least give her a proper funeral. She couldn't find the bodies of any of her other friends.

Big Macintosh was in town running errands for the Apple farm. He had just finished throwing 2 bits onto a merchant's stand when he heard the commotion. He looked up, wondering what all the fuss was about, and saw Pinkie. He instantly recognized the pony on her back, and immediately his heart began to sink. He had heard about his sister and the rest of her friends leading a dangerous creature out of the town, and the sight of Rainbow's unmoving body sprawled across Pinkie's back combined with the distinct lack of Applejack's presence had driven him to a state of near-panic.

He ran over to Pinkie as fast as he could.

Pinkie saw Big Mac running toward her, and realized that she would have to be the one to break the bad news to him. It didn't make things any easier.

"Big Mac..." she began, her eyes tearing up, "there's something I have to tell you..."

By the tone of her voice and the tears welling up in her eyes, Big Mac could already tell what she wanted to say. He tried his best to keep himself from crying, not wanting to embarrass himself in front of everypony.

"Tell me what happened..."

"Oh it was horrible... we led the hydra out of town and back to the bog... but... they..." Pinkie closed her eyes and lowered her head, choking back a sob. Her legs felt weak, both from having to carry Rainbow's body all the way back to town and from the whole ordeal earlier.

Big Mac saw her legs begin to shake, and he offered to carry Rainbow's body. Pinkie reluctantly arched her back, placing her friend's body onto Big Mac's back.

"It's all my fault!" she shouted, breaking into an uncontrollable fit of sobs, "I wasn't there to help them! That dirty hydra knocked me out!"

Big Mac looked at Pinkie with sympathy, trying to remain strong despite the news that his sister was no longer among the living. "Now don't go sayin' that, Pinkie. It wasn't your fault."

"B-but, if I hadn't been knocked out, I could've helped! I-"

"Listen. If you hadn't been knocked out, who knows what could have happened? For all you know, you could have ended up like them!"

"I... just leave me alone!" Pinkie shouted, running to Sugarcube Corner.

Big Mac sighed and shook his head. He turned around and prepared to take Rainbow's body to be cleaned up, refusing to let himself give in and break down in front of everypony. He would save his tears for later, when he was alone.

Pinkie laid in her bed, crying into her pillow. It felt as if every last shred of joy she had ever experienced was gone, never to be felt again. She couldn't shake the image of Rainbow Dash from her mind, her broken body finally giving out, the last words she said. Pinkie hadn't actually seen the rest of her friends die, and she was grateful for that. Watching Rainbow's life slip away from her was bad enough.

She couldn't accept the fact that she would never be able to see her friends again. She thought back to all the good times they had, seeing their smiling faces had given her so much joy. Now, she would never see them again. All Pinkie ever wanted to do was make everypony smile, especially her best friends. She came to the startling realization that the only pony she wanted to see smiling now was herself, and with it came the pain of knowing that she probably never would be able to smile again.

There was a sudden knock at her door. She turned and shouted "Go away!" with a ferocity that surprised her.

A calm voice came from the other side of the door "Pinkie Pie, it's me, Princess Celestia. May I come in?"

"F-fine."

The door opened slowly and Celestia walked in, her eyes red and puffy. Pinkie wasn't the only one affected by the death of her friends. Still, she had to be strong. After all, she was the Princess, and she had little time to grieve. She walked over to Pinkie, standing next to her bed.

"I heard about what happened, my dear. I'm so sorry. I know how much your friends meant to you. If there is anything I can do..."

"Oh Celestia!" Pinkie cried out, hugging her tight, "Why did this have to happen? It's all my fault!"

Celestia put one hoof around Pinkie, closing her eyes and allowing her tears to fall unabated.

"No, my dear, it's not your fault. Not at all. There was nothing you could have done."

Pinkie looked up at her, her face twisted into a look of despair."But... if... if I hadn't yelled out then the hydra wouldn't have turned to me, and I would've been awake and able to help!" With that, she buried her face against Celestia, crying.

After a few moments, Celestia gently pushed Pinkie away.

"Princess... they're gone... gone forever..."

"Not forever, my dear. You'll see them again, some day. For now, so long as you keep their memories alive in your heart, they will live on through you. Never forget that."

Pinkie stopped crying, staring off to the side. A singular thought had begun to occupy her mind, her face fixed into a look of sheer determination. She knew what she had to do to make this right, to make up for not being there for her friends when they needed her the most, and nopony was going to stop her. Not even Princess Celestia.

"Pinkie... are you alright?"

Pinkie snapped out of her trance and smiled at Celestia. "I'm fine... Princess, I'd like to be alone right now, if that's okay with you."

"Sure thing. If you ever need anything, please come see me."

"Okey dokey lokey" Pinkie said shakily.

Celestia thought she could see something in Pinkie's eyes, but dismissed it. She turned and walked out the door, shutting it gently behind her, leaving Pinkie alone once again.

"She's right... I can be with my friends again... and I don't even have to wait! We could have a party... with plenty of candy, and cakes, and balloons... yep! Then they'll forgive me. They'll have to forgive me!" Her face twisted into a smile, her eyes distant.

She began to dig through her closet, looking for something. "Yep... soon... I'll be with them soon..."

She found what she was looking for, and attached one end of it to the ceiling, letting it dangle. She pushed her table over to it to be able to reach it easier, jumping on top of it and quickly tying the other end of the object up until she felt it was ready to be used.

"Looks juuuuuuust riiiiiight..." she said, her voice cracking. Her head twitched slightly.

"Don't worry everypony, the party will begin in just a few minutes!"

As she stood there staring at the rope in front of her, the faces of her friends began to swim through her mind. Tears began to fill her eyes once more as she slowly slipped her head into the noose she had tied.

"Soon I'll be with all of you again and we can party forever..."

"Hmph. That was easier than I thought it would be." grumbled a slightly disappointed Goatroth. "No matter, the last one has been broken and now the fun can begin!"

"_Indeed, my child... all we have to do now is wake them up with our little spell intact, and they will believe that their dreams really happened. Oh the delicious Chaos that will cause..."_

"Yes... Chaos..." he said out loud.

"_Why do you hesitate? Do it! Wake them up!"_

He gazed over at the six helpless ponies in front of him with cold, unfeeling eyes. For a brief moment, a flash of pity could be seen in them, but it had faded as quickly as it came.

"Here we go..."


	9. Chapter 8

**Chapter 8 - An End To The Pain**

"_The time has come, my child. Make them pay for their insolence! Wake them, and watch as they tear each other apart!"_

Goatroth circled around his victims, satisfied to see an eerie green glow surrounding them all. He glanced at their necklaces once more, and Twilight's crown, wondering whether he should remove them or not. He decided it wouldn't be a problem, that they'd be too wrapped up in their own insanity to even notice they were there, let alone be able to use them.

"Very well then... wake up my dears... wake up and let's have some fun!" he said with a wicked grin. He made his way back to his throne, sitting down slowly. His horns flashed briefly, and the girls snapped out of the trance they had been in.

"Huh? What happened? Oh, my head..." Twilight said, rubbing her head with one hoof. She looked around and saw something she knew to be impossible. "Rarity? No, this can't be... you're dead!"

"Hmph. I'm not speaking to you." Rarity said, turning her head away in disgust.

Pinkie gasped "I did it! I knew I could see all of you again! You... you do all forgive me, right? I'm so sorry, I didn't mean to-"

Rainbow interrupted her, snarling viciously. "Didn't mean to do what? Try to kill me with a meat cleaver? I won't let you get away with that!"

Pinkie frowned and sat down, looking confused. "What?" She began to cry, "I didn't kill you! I tried to help, I really did, but it was too late! Please forgive me!"

"Not possible... not possible!" Twilight said, backing away from Rarity slowly. She bumped into Applejack and turned around, startled. Applejack stared at her angrily. "Oh no, you know don't you? You know what I did!" exclaimed Twilight, her teeth grinding.

"Know what? That you're all jerks that aren't worth my time? That... aww forget it. Just leave me alone." she said, turning her back to the rest of the group.

Rarity looked down and saw Fluttershy laying on the floor, crying. "You! You thieving, conniving, wretched excuse for a friend, how dare you show yourself here!"

"Please, leave me alone... just go away!" Fluttershy screamed, tears streaming down her face.

Goatroth looked on, pleased with the results of his mind corruption spell. He had succeeded in driving Equestria's heroes insane, and soon they would all be dead. It was that thought that caused yet another twinge of remorse and pity to wash over him. He could feel something deep inside, something he hadn't felt for what seemed like an age.

"_What's wrong, my child? Is this not what we wanted?" "No... it's what you wanted..." "What?" "You... you monster... what did you do to me?"_

Rainbow Dash plunged at Pinkie, her rage consuming her. The two tumbled around, knocking into Applejack. "Hey!" she shouted, pulling the two apart, "what in the hay do you two think you're doing?" Rainbow turned her attention to Applejack. "How dare you!" she shouted, lunging at Applejack.

"_What ever do you mean? All I've ever done is to help you... you know that... think of all the great things we have done together!" "Enough! This, this is all your fault! All of it! I never wanted any of this..."_

Applejack threw Rainbow off her, causing her to crash into the wall. She slid down and rolled, getting back to her hooves in one swift motion. Applejack stood her ground, ready for another attack. Twilight wanted desperately to stop her two friends from tearing each other apart, but knew she couldn't do anything without her magic. She had made a promise to Rarity, nevermind the fact that Rarity seemed to somehow be alive again. Twilight figured it was just her nerves getting the best of her.

"_I will stop this..." "No you will not! We have... __**I**__have worked too hard for this and I will not let something as foolish as your guilty feelings get in the way!"_

Pinkie approached Fluttershy, sniffling slightly. "At least you forgive me, don't you Fluttershy?" Fluttershy looked up at her, her face soaked with her tears, "No! Please, just go away, I want to be alone..." Pinkie began to cry again. "Forgive you for what, darling? If anything she should be apologizing to me! And so should you!" Rarity said, her face twisted with rage. Upon hearing her voice once more, Twilight looked over at her and thought to herself, "_Nope, just an illusion... she can't be real... no, no way._**"**

Scamp, having broken through for the first time in centuries, stood up. His face was set into a look of fierce determination, as if he were fighting some invisible force that only he could see. He slowly began to make his way toward the girls, each step more difficult than the last. "You... have... no control... anymore..." he said out loud.

Rainbow flew into the air and dove straight for Applejack, knocking her down hard. The two struggled, neither one wanting to let the other gain control.

"_What do you think you're doing? Stop this at once!"_

"Shut... up..." Scamp said, pushing forward with every last ounce of his strength. Two small green points of light appeared on his horns as he closed his eyes, growing larger with every second. He began to groan, his body wracked with pain as he struggled to use the demon's own magic to cancel the spell. Finally two wisps snaked out of his horns, expanding into a large bubble. As he continued to struggle, the bubble surrounded the girls, stopping them in their tracks completely.

"_**I DEMAND THAT YOU STOP THIS AT ONCE!**_**"**

The bubble dissipated, and the girls could move again. The green glow that had surrounded them previously had faded away completely. Scamp stood there panting heavily, his head hung down, eyes closed.

Rainbow looked down and noticed she had Applejack pinned to the floor. "Huh? What's going on?"

"I don't know, but would ya mind gettin' off me and helpin' me up?"

"Oh, right, sure thing." Rainbow said, obliging her friend.

Rarity shook her head, "Oh my, I had the most awful dream..."

Twilight ran over and hugged Rarity, "I'm so glad you're okay! I had a terrible dream that I had... well, that you had died!"

"Really? I dreamed that Fluttershy stole my fashion designs and you all sided with her..."

Pinkie looked around, "And I dreamed a hydra killed all of you... it was horrible! But now you're all alive and so am I!"

Fluttershy stood up slowly, her face still wet from her tears. "Fluttershy! You're okay!" Applejack shouted excitedly, running over to hug her. Fluttershy gasped, then hugged her friend back, happy that her dream hadn't been real.

Rainbow stood in the back, rubbing her hoof against her shoulder, looking away from the group.

Twilight noticed her and asked, "Rainbow, what's wrong?"

"I..." she smiled, "aww, nothing. Hey!" she shouted as Pinkie tackled her to the floor. "It's okay Dashie, it was just a dream!" Pinkie said, laughing.

The rest of the girls joined in, laughing joyously. They all hugged each other, happy that they were all alive and well, and that their dreams weren't real.

Two figures walked out from the shadows, looking disheveled but otherwise no worse for wear.

"Princess Celestia! Princess Luna!" Twilight shouted, running over to them. "How did you get back?"

The sisters looked at each other, then back at Twilight. "We have no idea!" Celestia said, "We were just brought back suddenly. We thought you had defeated the evil monster that locked us away."

The girls gasped, remembering that he was still on the loose.

"We have to get him!" Rainbow said. "Where is he?"

"I'm afraid you won't have to look very far, dears." Celestia said, pointing to Scamp.

Scamp looked up at her, his eyes sunken and tired. "I... please, you must listen..." His voice sounded different, no longer having that eerie ethereal quality to it. It sounded normal.

"Why should we listen to anything you have to say?" Rainbow shouted angrily.

"Please, I haven't much time... he-"

Before Scamp could continue, the green aura around him seemed to tense up, radiating out from him in waves. His eyes opened wide in terror as he fell to the floor. "Run..." he managed to choke out.

"What's going on?" shouted Twilight.

Scamp put his hooves to his head, screaming out in pain. He stopped screaming for a moment and tried to stand up, but was immediately wracked with pain once more. He stood up on his hind legs, holding his head in his hooves, stumbling backwards into the throne. "**_Run!_" **he screamed.

The girls hesitated. They wanted to do something to help, but fear kept them from doing anything. All they could do was stare helplessly as _something_tortured this poor pony in front of them.

Scamp shouted with such a ferocity that it made the girls jump back with fright, "**_RUN YOU FOOLS!_" **With that, he let out one final scream of agony and collapsed.

Scamp awoke in a strange place, filled with darkness as far as the eye could see, with an almost unbearable silence. A hazy green mist began to form in front of him. He knew what it was, and shuddered violently.

The mist spoke in hushed tones, with a voice that could only be described as pure evil, **"**_You little worm, how dare you defy me. I have given you the gift of great power and this is how you repay me?"_

For the first time in his unnaturally long life, Scamp was finally able to think clearly, no longer under the influence of the demon. Repressed memories began to flood his mind, memories of the demon's voice in his head controlling his every move, of a lifetime of loneliness and sadness, followed by thousands of years of torture.

Scamp shook with anger as he answered, "You... you monster! You call what you did to me a gift? You've controlled my every move since the moment I was born, making me do things I never wanted to do, hurting other ponies, when all I wanted was to make friends and feel loved!" Even in this strange landscape within Scamp's own mind, he found he was able to cry. Tears started to form in his eyes as he spoke, falling freely by the time he finished.

The demon chuckled, **"**_Love... meaningless. Tell me, my child... what could love have given you that I couldn't?"_

"Stop calling me that! I am not your child, you beast! I remember everything now... everything you wanted me to forget... I never wanted to hurt anyone, but you made me do it! And then, when I was banished to this place, you..." Scamp stopped suddenly, overcome by sadness, trying desperately to choke back several sobs. "You tortured me! When I wouldn't submit to your will you tortured me..."

"_It was necessary."_

Scamp's sorrow turned immediately back to anger. He could no longer hold himself back, he didn't care if the demon was powerful, he would try to destroy it all the same. He lunged at the shadowy form in front of him, and let out a yelp of surprise as he was frozen mid-air, held in place by the demon's horrible magic.

"_Listen to me you little bastard, I made you who you are, and I can sure as hell destroy you! Don't think for one second that you could even compare to me. I have existed for countless ages, and I will continue to exist long after your fragile, worthless body has been reduced to dust! I am Goatroth, the very essence of Chaos itself, and no mere mortal will ever match up to me!"_

Scamp's blue eyes were locked on the evil demon, full of rage and desperation. "Let me go! Let me go damn you!" he screamed, struggling against the demon's magic.

Goatroth sighed, **"**_And to think, I had hoped that you would be a worthy host. You had so much potential... all that raw willpower. Even now, although you know your struggle is meaningless, you continue to attempt to break free. It was that incredible willpower that I sensed in you when you were born, the will to drive my power forward, to amplify it, to make us the most powerful being in existence!"_

"_Now, you will suffer for your insolence!"_

With that, ripples of dark green energy surged over Scamp's spirit form, sending waves of pain throughout his very being. He screamed in agony.

Goatroth chuckled, **"**_Go ahead, keep screaming. No one can hear you here..."_

"What was that all about?" Twilight asked.

Celestia closed her eyes and sighed. "There's something you should know about him, my little ponies. His name, his real name, is Scamp. Thousands of years ago, Scamp tried to destroy Luna and myself and take over as ruler of Equestria, but it wasn't entirely his fault. You see, he's been possessed by a demon since birth, a demon that controlled his every action, that demon's name is Goatroth."

"Wait, wait, so you're telling us that we've been dealing with a demon this entire time?" asked Rainbow.

"Not entirely. Their relationship is more of a symbiotic one. Luna and I made a mistake by banishing him to the underworld back then, but we were unsure of what to do, and we had only seconds to react. During their time there, Scamp had finally been able to think for himself, and he realized he didn't want to harm anyone. But, the demon tortured poor Scamp and broke his will, and they combined into one being, at least on the surface."

The girls shuddered upon hearing this.

"But wait," Twilight began, "what does this mean? He sounded different before, normal." She pointed at Scamp's unconscious body. "Does this mean that he..."

Celestia nodded solemnly, "Yes my dear, Scamp has finally broken free of the demon's control. But, judging from what happened afterward, I'd say he's still in trouble. Girls, the only way to force that demon out of him is to use the Elements of Harmony."

"But we already tried usin' them!" Applejack exclaimed, "They didn't do anything!"

"The nature of their symbiotic relationship made them both very powerful. I suspect, though, that had you used the elements a second time, the demon would have been expelled, banished back to the underworld."

"We tried, but then he..." Twilight shuddered at the thought of what had happened.

Without warning, Scamp's body began to rise up, limp and lifeless, as if attached to strings being pulled by an invisible puppetmaster. His head cocked up and his eyes opened, but nothing could be seen in them except a black, empty void. He stared at the ponies in front of him.

"_Ah, greetings, my dears... I do hope you can forgive that slight interruption. Now then, where were we? Ah yes... I do believe you all were about to kill each other. I would so much enjoy it if you could continue."_

The voice that spoke through Scamp's mouth sounded even darker and more sinister than it had before. It sent chills down the spines of the six girls, but didn't seem to bother the princesses much.

"It's over Goatroth," said Celestia, "you won't be able to harm anypony else, not while we're here! Girls, now!"

Twilight and her friends immediately began charging the Elements of Harmony for another blast.

"_We'll see about that!"_

The entire room seemed to get darker as Goatroth began to cast his evil spells at the six girls. Beams of green light shot out at them, but all of them were deflected by Celestia and Luna.

"_What? How? No..."_

"You're nothing without your puppet helping you!" snarled Luna.

A brilliant rainbow shot out from the girls, hitting Scamp's body directly. The demon emitted a horrible agonizing cry as he could feel himself being ripped from his host's body. A blinding white light filled the entire room, expanding outward, encompassing all of Canterlot, and then Ponyville. When it faded, it looked as if everything had been returned to normal. The streets were no longer in ruin, the skies were no longer red, and on the floor of the throne room of the palace lied Scamp's body, free of the demon that had haunted him his entire life.

When it was over, the girls rushed over to the seemingly lifeless body of the pony they had just freed from the evil demon's clutches. His head had returned to normal, the two goat horns had been replaced by one single unicorn's horn. His coat had returned to the brown it had once been, and his cutie mark was no longer glowing red. But, he wasn't breathing.

"Oh no," said a saddened Twilight, "he's dead. He's dead isn't he?"

Just then, a single breath could be heard entering his lungs, and his blue eyes popped open. The girls gasped as he tried to stand up.

"Wha... where am I? Oh... my head..." he said, before collapsing on the floor, exhausted both physically and mentally.

"He's alive!" screamed Pinkie as she jumped up and down excitedly.

Twilight looked at him, worried. "Will he be alright?"

Celestia smiled, "He's going to be okay. He's been through much, he just needs some rest."

Scamp awoke with a startled gasp, opening his eyes wide and springing up. He looked around, wondering where he was, and was surprised to see six smiling faces staring at him. He regarded them suspiciously.

"Where am I?"

"Relax, we're in one of the guest rooms in the palace." said Twilight. "We brought you here when you collapsed."

Scamp closed his eyes and relaxed, falling back into the bed. He was suddenly aware of a throbbing pain in his head.

"Ugh..." he said as he rubbed his head with his hoof, "why aren't you all running away from me in terror?"

"Celestia told us all about you, and she said that in order to do what you did you would have had to rebel against the demon by your own free will." Twilight explained.

At the mention of the demon, Scamp gasped, "Wh-where is he? Is he gone?" he said as his eyes darted around the room.

Twilight smiled, "Relax, he's gone. We banished him with the Elements of Harmony."

Scamp breathed a sigh of relief. "Good. You don't know what it's like... growing up with its insidious voice in your head, constantly telling you what to do, never letting you have your own thoughts or ideas..." Tears began to stream down his face as he continued to speak. "That _thing_tried to mold me in its image, and when it failed, it began to torture me. Hundreds of years of agonizing pain... I had no choice but to give in."

"We understand, sorta" began Applejack, "you don't have to explain to us-"

"No, I do. I owe you that much. I told it that I didn't want to hurt anyone anymore, that I would rather spend the rest of my life as a prisoner in the underworld than accept its gift of 'power' and start hurting others again. That's... when the torture began. It kept me alive through all of it, making sure I would not die no matter what. After it... broke me... it began to change me, until I was no longer myself. It had succeeded in turning me into exactly what it wanted me to be..."

"But, while we were... well, using our mind corruption spell on you..." he continued, "its power started to fade, and for the first time in ages I was beginning to think clearly. I'm so sorry... the things I did to you... are simply unforgivable."

"Aww it's okay," said Rainbow, "we know it wasn't your fault. Trust me, Celestia explained all of this to us already."

Scamp sighed. "Well, I'm glad that you all can forgive me, but I'll never be able to forgive myself."

"There's more." said Twilight. "Celestia said that while you were, well, doing what you were doing, you took extra care to make sure that nopony had died."

"How could she have possibly known that?" Scamp asked, fresh tears beginning to fall from his eyes.

"She said she could just feel it. That despite everything you did, there was still a part of the real you in there, fighting against its control."

"I remember... feeling as if I was trapped in a haze. I could see what I was doing, what was going on, but I couldn't control any of it, nor could I form any coherent thoughts... and yet, I struggled. I tried so hard to fight it..."

Twilight walked over and put a hoof on his shoulder, looking into his eyes. "We know."

Scamp nodded his head and wiped away his tears.

"So... what now?"

Twilight stepped back and sighed. "Well, for now you can stay here in the palace, until you can get a place of your own. What you do from there is your own choice."

"You're forgetting something." said Pinkie.

"Oh? What did I forget?"

"The party!" Pinkie shouted as she wheeled in her party cannon and shot decorations all over the room.

The other five girls began laughing as Scamp looked on in confusion. Pinkie grabbed him out of bed shouting, "Come on silly, it's your party, get outta bed and let's jam!"

The party lasted well into the night.

Scamp couldn't remember the last time he felt so happy.

**Fin**


	10. Epilogue

**Epilogue - Where Do We Go From Here?**

It's been several months since that fateful day, and for most ponies life had already returned to normal. There was one, however, that would never be the same. Scamp didn't stay long at the palace, nor had he found a place of his own to live in. He felt he was undeserving of anyone's hospitality after what had happened. He was still unable to forgive himself. Then there was the matter of the nightmares. Ever since that day, he had been plagued by terrible nightmares, of shadows and green energy.

As he walked through the park in Canterlot, Scamp's thoughts turned, as they usually did these days, back to his old life, back to his parents and the childhood that was robbed from him by that terrible demon. A familiar voice spoke to him as he was lost in thought, snapping him out of it.

"Hello, dear."

Scamp looked up at Celestia and attempted a weak smile. He bowed his head in reverence. "Princess..."

"How have you been?"

"Oh, fine... just fine." He tugged at the cloak he had taken to wearing, making sure it still hid his cutie mark, and adjusted the hood.

"What will you do now? You never did tell me why you left the palace, or where you were going."

Scamp sighed, his eyes full of sorrow. "I don't know. I suppose I'll just lay my head wherever I can." He turned and looked toward the horizon, admiring the beauty of the setting sun. "I don't feel I deserve your hospitality, princess. I just feel like there's more I could have done. The demon said that he wanted me because of my willpower... well, why couldn't I use that willpower to stop him?"

"Demons are very powerful creatures, my dear. What you did manage to do against him was amazing enough all on its own, you can't expect more than that."

"I guess so."

"So, you're committed to staying homeless, then?"

"Yeah, I guess I am. Applejack even offered to let me stay on her farm and help out with the daily chores, but... I simply cannot bring myself to accept such an offer." He felt a familiar stinging in his eyes as they began to tear up. "You're all so wonderful, for forgiving me, and giving me a chance. But, I simply cannot allow myself to be a burden to anypony."

Celestia smiled. "If that's truly what you wish, I will not stand in your way." She glanced briefly at his hood, and a question formed in her mind. "If you don't mind my asking... how did you manage to fit your horn inside that hood?"

Scamp looked at her with tear-filled eyes, then lowered his head and slowly pulled off the hood, revealing a horn that had been broken off near the base.

Celestia gasped in surprise. "What have you done to yourself?"

"I don't expect you to understand. I have these... nightmares. In them, I can sense that the demon is getting close to me. I feel it drawing near. Upon waking, I still feel it close by... and I touch my horn and realize it had somehow miraculously regrown as I slept. So, I snap it off... and the feeling of the demon being near me fades away. Somehow, it's using my magic to find me, sort of like a beacon... I'm perfectly content with not being able to use my magic if it means that... thing... won't be able to find me."

"You know there are spells that either myself or Twilight could perform to protect you..."

"I prefer it this way, if you don't mind. I'd rather not have the ability to use my magic at all. It... scares me."

Scamp turned and began to walk away, putting his hood back on. "It's been nice chatting with you princess, but I'm tired, and nightfall is approaching. I should start looking for a place to sleep."

Celestia looked at him with pity and sorrow in her eyes, feeling helpless. "Very well. You know where to find me if you need anything."

Scamp turned and nodded, smiling. As Celestia flew off toward the palace, Scamp noticed a chill in the air. He shivered briefly, and set off to find a place to sleep.

"_Those wretched fools. They really think they've gotten rid of me... one day I will return, and I will claim what is rightfully mine. You can't hide from me forever, Scamp..."_


End file.
